The Phoenix
by order67
Summary: Shadow and Rouge are sent to an island to investigate the destruction of a G.U.N. outpost. The things they find there spark off conflicts over the entire world, between both Factions and forces all contending for one persons powers, to conqour, or destroy
1. La Isla De Fuego

Ring Ring Ring

"Hello?"

"Shadow"

"Yes?"

"This is your GUN superior and we have a special mission for both you and Rouge, get down here now."

"Sigh okay, when do you need us"

"The sooner the better, now get moving."

"Right."

"Who was that Shadow?" Rouge called down after having heard him hang up.

"The GUN, they say they need us both for a mission immediately" he called back up.

"Darn, I was going to see a movie tonight" she said, sounding a little depressed

"I guess it'll have to wait for tomorrow night, he sounded like it was urgent so we should probably just Chaos Control there….. we have a Chaos Emerald right?"

"I think we have one upstairs somewhere" Rouge said as she climbed upstairs again, only to return a minute later with a dark blue Chaos Emerald in hand.

"Here" she said handing the glistening sapphire to shadow.

Within seconds they were standing outside the large building where they both worked.

"Would it kill them to add a little decorative flare to anything?" Rouge said noting the very plain style of the large, almost windowless, black building that simply said GUN on it with nothing but a flagpole with the flag waving in the breeze atop it outside.

"Apparently" he said with a laugh.

They both went inside and checked into the front desk which neither of them were even tall enough to reach the top of, and then went to the briefing room as they always did to receive their mission from whomever was giving it to them, the heads of the departments that the crises were happening in would always assign important missions personally to make sure that there weren't any "mix-ups". As they went inside they were greeted by a man, maybe in his late 40's, with very many important-looking badges, medals, and color stripes, draped on his suit which he obviously displayed with great pride.

"Ah, there you two are" he said as they closed the door behind them.

"Greetings, my name is Colonel Brockston, I've heard quite a bit about you two and have wanted to meet with you face to face for quite some time, please do sit down" he said as the both pulled chairs up to a long table facing him.

"I presume you wish to know why you have been brought here"

"That would be nice" Shadow said

"Very well then, have either of the two of you ever heard of Avalon?"

They both shook their heads

"I thought not, Avalon is a small island about 3 miles in diameter about 30 miles or so off the coast"

They both nodded their heads as he continued explaining

"You see, recently we established a small base of operations there, for small time things only I assure you, mainly training and Marine studies but beyond that nothing else, Avalon is of no real strategic value."

"Interesting, but what does it have to do with anything?" Shadow said

"I was just about to get to that, Avalon is completely uninhabited, or at least that's what we thought, during the construction of the base we started receiving crudely written notes warning us to stop building and to vacate the island taking all trace of us ever having been there with us. We shrugged the threats off as simply another one of those fringe radical organizations trying to order us around. Every time we received a note the threats grew more and more hostile until the most recent one we received. I have it here for you"

He reached into a small drawer in the table and pulled out a crinkled and torn piece of paper and handed it to shadow, who put it on the table where both he and rouge could read it. Scribbled messily and almost illegibly onto the paper was a message.

* * *

_You haven't heeded my warnings so far but I will give you one last chance, GET OFF MY ISLAND, this is my home and I will NOT stand for you to take it over. Consider this your last warning, leave or I will personally come down there and kill every last one of you with my bare hands._

* * *

"Somebody didn't want you there" Shadow said, pointing out the obvious.

"Quite so"

"You said Avalon isn't of any strategic importance, if that's true then why didn't you just leave?" Rouge asked

"By the time we figured out that these threats were not just some radical organization or a Cult living there or something we had already invested too much time and too many resources into this to cancel the entire project on suspicions." He said definitively

"So what happened" Shadow asked

"We finished the project earlier today and set up a defensive perimeter in case of an attack. One hour ago we received this transmission from the Avalon base."

The Colonel placed a small device with a speaker on it on top of the table and pressed a button on it the message had static over it the sound of machine-gun fire in the background but the message came through.

* * *

_This is Unit Number 1337 calling out on a secure frequency, the Avalon base is under attack by something, its destroying everything, its unstoppable, breaching every line of defense, its destroyed all the tanks and vehicles, it just seems to point at them then they glow red hot and explode. Large explosion in the background Its destroyed the main fuel tank, nothing we do seems to work, oh god its coming for me, please, oh god no, god n--_

* * *

"That was the last transmission from the island" the Colonel said "Soon after all life signs from the troopers suits flat lined and all signals from within the base were cut off, we need both of you to go to the scene and find out what happened."

"Seems a little dangerous don't you think?" Rouge asked

"That's why I asked for you two, because you're the best there is. We have reason to believe that the attacker is using some sort of obscure flame based weaponry the likes of which we've never encountered before and appear to be totally unprecedented. We _also_ have selected you two because based on the few split seconds we've seen of the attacker on cameras before the island bases signals dead lined , we believe the attacker is a hedgehog. We think that maybe he will listen to you and you can reason with him."

Shadow and Rouge looked at each other

"A hedgehog?" Shadow said

"Yes, or something similar, definitely not human. Who or what-ever the attacker is he is obviously very dangerous and we believe he is still in the area, please be careful."

"As always" Shadow said

Both Shadow and Rouge got up and left his office and went outside

The sun was setting and the amber sky was beautiful against the pink clouds Shadow then took out the blue Chaos Emerald again and chaos controlled them to the island.

They landed on the beach and were looking out onto the waves, the water was crystal clear and looked clean enough to drink, there was a mountain looming out about a mile behind them with sparse shrubbery on one side but with a thick forest on the other, the forest side led down to a valley which was the islands thinnest point, with a beach on either end of the valley, one of them being the one they were standing on. The other side of the valley led up to a significantly smaller mountain which continued on as rolling foothills for about a mile.

"It's beautiful" Rouge said "absolutely stunning"

Shadow was thinking the same until his eyes drifted down to the other end of the mountain where at the edge of the island there was a small building that was burning surrounded by burning wreckage that casted greasy smoke into the air.

"That part isn't so beautiful" he said pointing it out to Rouge

"Oh, I hadn't noticed that" she said "Well, I guess that where we head first"

Shadow agreed and even though it was on the other end of the island with his jet shoes and her ability to fly they were both there in 2 minutes.

"Let's go in and have a look" he suggested

They went inside and it looked as if a tornado had hit the place, it was dark with the only light coming from a single flickering fluorescent light and a cable hanging in midair from the ceiling which periodically sent sparks flying across the room. They went upstairs to see how it was up there and found it in much the same condition except for several black streaks across the walls. Shadow slid two fingers down the wall and looked at his gloves.

"Ashes and soot, Command was right" he admitted "whoever did this was using something involving fire."

Just then one of the doors about halfway down the hall burst open and something stepped out and began walking the other way but stopped when he heard something behind him.

"Whose there!?" he yelled

There wasn't enough light to tell exactly what it was but it looked like a hedgehog

"I can see your silhouettes in the dark, whose there?"

"Were here to investigate what happened, who are you?" Shadow asked

"Oh, you're just more agents, DON'T YOU PEOPLE LEARN?" he screamed

"WELL MAYBE THIS WILL HELP YOU REMEMBER!"

Within a second he was down the hall and punched Shadow, sending him flying back into the wall, he then turned to Rouge who returned his stare, trying to seem tough and ready to fight, but after looking at her for a second he turned away.

"I can't hit a woman, It's not right" he said

"What?"She replied, sounding very surprised

"I just can't, I won't do it"

"You just randomly attack my friend punching him through the wall but you won't even touch me because I'm a woman? Whoever the hell you are you are some piece of work. Wait, you aren't a hedgehog"

But before she could finish talking Shadow got back up from the first blow and charged at his assailant tackling him and sending them both to the ground skidding across the floor punching and kicking. He then punched shadow away again and got up, aimed a fist at the wall and blew the wall away in a huge blast of flame. He then jumped out and landed in the entryway closely followed by shadow.

Now illuminated by the firelight shadow could see his attackers' markings. He was mainly a dark yellow color but had patches of reddish orange mixed in, his quills were yellow but tapered to black at the ends and he had three small quills protruding from his forehead, like tails, but those quills were all black, he also had a long jagged scar running down the right side of his face. But his most prominent feature was that now that shadow could see him he realized that it wasn't a hedgehog, it was an Echidna. But before he could make out anything else his attacker charged at him building up another punch which shadow only barely avoided. Growing annoyed with his attacker he charged up a Chaos Spear which obviously caught him totally off guard for an attack like that and he barely missed the Chaos Spear.

"What the f-"but before he could complete that statement he had to dodge another spear

Shadow kept throwing spears at him until he had pushed his attacker to the edge of a cliff and he had nowhere else to go. With Shadow getting closer he wasn't able to have enough time to dodge the last Chaos Spear and it sliced him across his right arm.

"AAARRGHH" he screamed as he fell to the ground clutching at his wounded arm.

Noticing Shadow getting closer he pointed his good arm at Shadow.

"STAY BACK" he yelled "I'M WARNING YOU"

Shadow continued walking slowly closer to him but another large blast of flame erupted from his hand and sent Shadow back a good 20 feet.

His attacker stood up, swaying slightly and still clutching his wounded arm and turned behind him and saw how high up he was, but he knew he couldn't hold off Shadow forever so he looked between them, his eyes darting between Shadow and the at least 500 foot drop below him. With nowhere else to go, he jumped. Both Shadow and Rouge ran to the cliffs edge assuming he would rather kill himself then be defeated or something but about halfway down a continuing stream of flame came from his good hand and propelled him like a jet through the air to the other end of the Island.

"What in the hell, was that!?" Shadow exclaimed

"Well, I saw it was an Echidna" Rouge said

"I saw that too" Shadow said "But that's impossible isn't Knuckles the last one?"

"I think he's supposed to be but that was definitely an Echidna"

"Hmmmmm"

beep beep

Both Shadow and Rouge pressed their fingers against their ears

"It's me, Colonel Brockston; have you two found anything yet?"

"Yes we found the attacker and engaged him but he got away, we have reason to believe he is still on the island."

"Pursue him and restrain him however you can, I want you to bring him in here alive."

"Yes sir"

"Over and out"


	2. Avalon Secrets

"Did you see that fire attack he used?" Shadow asked

"Yes, but I didn't see any kind of weapon system on his arm." Rouge replied

"I know, neither did I and that's what's troubling me, were obviously dealing with something we don't understand and we don't know how much power he has."

Rouge snapped her fingers

"I've got it, he's an Elemental!" she exclaimed

"A what?"

"An Elemental, it's a rare trait that allows people to have control over certain elements."

Shadow still expressed a look of disbelief and confusion

"Oh come on Shadow, it wouldn't be the strangest thing we've dealt with, and besides you've met Elementals before."

"I think I would remember something like that."

"Obviously not, remember that cat that hung out with Silver, she could control fire too."

"Oh yeah, I remember her, is it always with fire?"

"No, it's with other things also, like wind water etc. but fire is the most dangerous."

"How do you know all this?"

"Internet"

"The internet is kind of big, mind being a little more specific."

"Wikipedia"

"sigh figures, well I saw him jet off to the other end of the island, we should get going, it's starting to get dark out"

Rouge nodded and again even though the Island was fairly big it didn't take them long to get to where Shadow had seen him fly with their "alternative" methods of transport. Along the way however they passed through the forest and they came upon the charred wreckage of 4 small houses.

"That's odd" Shadow said "Command said nobody lived here, so why were there houses?"

"I don't know but these look like they burned down years ago."

"I'm going to go have a look around in them."

Shadow went into 3 of the houses and found nothing, but in the fourth house there were several Human skeletons on the ground, some charred to the bone, others seemed to have been ripped apart, as well as a small dagger with bloodstains on it that looked like they dried off and crusted there years ago.

"Good God!" he exclaimed as he saw what was inside his reaction bringing Rouge in to investigate who had the same reaction to seeing the scene. Shadow surveyed the scene and lightly touched one of the Human skeletons, only to have it crumble away at his touch.

"Whatever happened here happened a long time ago."

Rouge agreed, obviously wanting any excuse to leave

"Well have to come back here and find out what happened later because he's not here."

They continued on to the rolling foothills on the other end of the island and came to a large cove at the water's edge with a large shack atop a cliff overlooking it with a steep trail leading up to it.

"Let's check that out" Rouge said, pointing the shack out to Shadow

Rouge climbed up the side of the cliff and Shadow used his Jet shoes to climb up the trail with ease. When they were both at the top they crouched behind a shrub of some sort and looked into the shack.

It had 3 walls, the side without a wall was facing their direction luckily enough and they saw inside, there he was sitting in a small chair trying his best to wrap a gauze bandage around his wound without much luck (have you ever tried tying a knot with one hand?). After a little while thought he got it to the point that he was satisfied with it and took out a small radio and clicked it on. Carmelldansen started playing.

"No." he said aloud and clicked to the next channel

Click

"You spin me right round baby right round like a record player right round round round" came out next

"No" he again said aloud

Click

"We can dance if we want to and we can leave your friends behind, cause if friends don't dance and if they don't dance well they're, no friends of mine"

"No"

Click

"Sweeeeeeeeeeeeeeeeeeeeeeeeeet Emooooooooooooooooooootion"

"No"

Click

"Somebody help me tame this animal I have become."

"No"

Click

"I aint happy, I'm felling glad I got sunshine, in a bag I'm useless, but not for long my future, is coming on."

"Aahh" he grumbled as he switched the radio off

He sighed deeply and walked over to the cliffs edge, sitting down letting his feet hang over and looked up at the stars, which by now were all out, scratching absent-mindedly at his bandage.

After a few minutes he got up and went back inside and laid down on a hammock, within a few minutes you could hear snoring all the way out where shadow and Rouge were.

"Were going to have to go in and have a look, be very quiet." Shadow whispered to Rouge

"No duh" She said back

They both went inside and Rouge took out a small light to look around with, she turned it on and the first thing she saw as she looked around the room was an ornately carved walking stick, carved into the stick a dragon was wrapped around it several times and at the top its head breathed out fire which was the place where you held on to it, it was exquisitely done but what did he need it for? Besides that walking stick there wasn't anything of any real importance in the room, just some small chairs, a desk, the radio which he had been listening to and the hammock in which he now slept. The only other thing that caught their eyes was a small picture on the desk with him in it and 2 other older Echidnas with similar markings they could assume were his parents, in the background there were 3 other small groups of Echidnas, one child with 2 parents each.

"Look at this" Rouge said "there was a whole group of them here

"Yeah" Shadow said "but what happened to them?

"AHHHHH!" the sleeping Echidna screamed as he was jolted from his sleep.

Both Shadow and Rouge thought they were done for, but slowly they realized he wasn't looking around, he wasn't looking at them, he just kept staring straight forward, panting, but not even aware of their presence. Luckily Rouge turned off the light before he noticed it. He slammed a fist down on the table next to his hammock, it appeared as thought he had just awoke from a nightmare. He slowly got up and left out a back entrance they hadn't seen before.

"Dear sweet mother of god that was close" Shadow gasped out, clearly relieved that they hadn't been noticed.

"Yeah, but where did he go? Rouge asked

They both went over to the door and he slowly peeked his head out, there were fresh footprints on a trail that led back into the forest, which was only about 10 feet from the shack.

They went out and were about to enter the forest when they saw him coming back, they quickly darted to the right, hugging the edge of the thick forest, he walked past without noticing them back to his shack.

"Man these close calls are getting annoying." Shadow said in a slightly angry tone

"Let's just see where the path goes already."Rouge replied

They followed it for about 20 or so feet and they found their answer of what happened to the other Echidnas, it was a graveyard.

Each tombstone was made out of wood and was carved as ornately as the walking stick was, each had its own special design that they could only assume was supposed to represent the personality of the deceased.

They both felt that there was no reason for them to stay here any longer so they went back to his shack.

"Well our orders are to restrain him and take him in." Shadow said, apparently having temporarily forgotten that fact.

"I suppose we should do it then."

"Let's try and get him while he's asleep, it'll be easier and less painful for everyone."

"Sounds as good as anything else."

They both quietly entered his shack again and Rouge shined her light at the hammock, it was empty.

"Where did he go?"

Right as Shadow said that though he came walking in from outside having been looking up at the stars again to try and calm his thoughts.

There was no way they were getting out of this one without a fight as they had planned and they both knew it. He walked in and being unable to see as Rouge again had turned off her light before he got in, he stuck a finger in the air and a small candlelight size flame appeared at the end of his fingers, he could now see the room, and he was staring straight at them.

"Ughhh, you two AGAIN!" he shouted "What do you want now, you already tore up my arm!"he said pointing his good arm at them, Shadow and Rouge both new what that meant by now.

"We just want to talk." Shadow lied

"About WHAT?" he asked clearly not entirely believing him

"About what happened at the GUN compound, why did you do all that."

"They intruded on my island, this is my home, and they were warned about what would happen."

"Is that really a sufficient excuse for murder!?, you killed like 50 people!"

"Are you really that dumb, didn't you notice there were no corpses?"

Come to think of it there weren't any Shadow thought to himself

"But all their life signs from their suits flat-lined, and the note you sent said you would kill them all with your bare hands, how do you explain that?"

"I knew there was probably something like that in their suits so I overheated the suits until they all stopped functioning so everyone would think they were dead, then I just put them all in a small boat, gave them two oars and pointed them to the mainland, they'll probably be arriving there in about 3 days."

"Isn't that all a lot harder than just killing them?"

"Yes, but it also was a hell of a lot funnier" he said with a laugh "I never planned on killing anyone, just scarring them, when that didn't work I took action, the only thing I damaged was the building all the troopers will be okay, but I don't think your government will continue pursuing its "interests" here for a while." He said as he put his hand down

Shadow saw him put his arm down and new it was his chance, he Chaos Controlled behind him and hit him on the back of the head with a lot of force. He collapsed to the ground holding his hands on the back of his head, while Shadow came behind him and finally got a chance to practice a move he had learned recently.

He grabbed his shoulder and pressed down with a lot of force in a specific area, knocking the Echidna out cold.

"If I did it right he won't wake up for a few hours." Shadow said

"Let's get him back to the mainland and see what command wants with him." Rouge replied

"Right" Shadow said

He Chaos Controlled back to the GUN building, and they both went inside, Shadow carrying the unconscious Echidna over his back.


	3. Waking Up

Dark red clouds fill the sky

…

A shadowy dark figure approaches

…

…

I try to run but feel stuck

…

It calls out in a sinister echoing voice

"Remember, remember what the humans did to you."

Gunshots and screams ring out

Everything fades away as the sound of rushing wind fills my ears, growing steadily louder and louder and louder until it is shrieking in my mind. That same voice echoing over and over

"Remember, remember, remember"

Silence

The Echidnas eyes darted open, he had finally woken up.

"It's about time" Shadow said "I was beginning to think I did it too well." He said to Rouge and The Colonel.

They were behind a 2-way mirror watching the Echidna, waiting until he woke up; he was sitting alone in the metal room, his hands bound behind the back of the chair he had been placed in.

"That damn nightmare again." He said to himself, though the others didn't hear it because they had left from the 2-way mirror room already and were just about to walk into his room.

He was just beginning to realize where he was, or more precisely that he didn't know where he was as, they entered the room.

"Greetings" Colonel Brockston said as he entered "My name is Colonel Brockston, my two colleagues" he said pointing to Shadow and Rouge "I believe you have already met."

The Echidnas eyes glared hatefully at Shadow and Rouge, but then went back to Colonel Brockston.

"Yesterday, at approximately 0-1700 hours you" he said pointing at the Echidna "Singlehandedly and being fully aware of the illegality of your actions, attacked and saw to the demise of, 54 official GUN security officers, engineers, and technicians. Do you dispute or deny this claim?"

"Who in the what-now?"

"Don't toy with me, this is a serious matter."

"Okay, I'll give an answer just put whatever it was you just said in English for me."

"Did you or did you not, attack the base and kill the people there!?"

"Oh, that's what you're asking, well then yes and no."

"What's that supposed to mean?"

"I _did _attack the base, but I _didn't_ kill the people."

"We have a lot of evidence saying otherwise."

"Did you two tell him what I told you?" he asked shifting his gaze to Shadow and Rouge

"They told me what you said, but frankly we don't trust you."

"Well assuming they told you correctly what I said then that's what happened."

"Why don't we get you to tell us again, that way we don't get any "mistakes."

"Oh well of course" he said with mock concern" I simply overheated their suits so the equipment they might be able to call in for help with would malfunction, then I set them on a small boat gave them 2 oars and pointed them to shore, they'll probably get here in a few days."

The Colonel sighed "We will see if they do or not, but for the moment we will believe you." The Colonel then grew a slight smirk on his face.

"So how old are you?" he asked the Echidna

"17" he said

"Wow, 17, that's awfully young to be singlehandedly dismantling heavily guarded government installations isn't it…Flare."

The Echidnas ruby colored eyes shot up and stayed fixed on the Colonel "H-How do you know my name?" he asked sounding slightly scared.

"Yes," Shadow added in "how do you know his name, we never asked him and we didn't tell you."

The Colonel chuckled deeply to himself

"We have known all about you for quite some time know Flare, and our government is very interested in you."

"Just wait a minute here" Shadow cut in "Why weren't we told any of this?"

"Will you excuse us for a moment?" The Colonel asked Flare with the same mock concern he had been given earlier. Shadow, Rouge, and the Colonel stepped out into the hallway.

"What do you mean, our government is interested in him, how do you know his name, and if you know so much why didn't you tell us?" Shadow asked frantically all in one breath.

The Colonel chuckled again "Don't seem so surprised Shadow, this is the military, there's _always_ a hidden agenda, we didn't tell you these things because you had no need to know them."

"Knowing that he could cast fire might have been a little helpful." Shadow pleaded

"I agree with you there, but I told you all I was authorized to."

"Okay, but what does our military want with him?"

"We've encountered fire elementals before, but never this powerful, and they've never seemed to have as much control over their power as he does, if he uses his power to his fullest he is practically unstoppable, can you imagine the possible implications of a force like that?"

"So what do you plan to do with him?"

"The same thing we did with Rouge, offer him alleviation from his past crimes if he works with us."

"I don't think that that's going to work with him."

"We'll see if it is necessary, I'm sure he can be "persuaded."

All 3 of them went back to the interrogation room where flare was being held. He appeared to be dozing off but woke back up with a start as they entered.

"What took you?"

"We were just discussing some things" Shadow said

"Now where were we?" the Colonel asked to no-one in particular "Ah yes now I remember, so you say your 17, so then where are your parents."

Flare again focused his eyes on the colonel, this time with great anger in his eyes.

"Where are your parents, hmm?" the Colonel asked, only increasing the rage in the stare he was receiving.

"Where are they Flare?" he asked in a tone that showed he knew he was tormenting him.

"Are they dead?"

"YOU SHUTUP ABOUT MY PARENTS!" He screamed trying to raise from his seat but couldn't.

"That's right Flare, we know everything about you."

"What do you want with me!?"

"As I said before, our government is very…interested in your abilities; we think you could be a great asset to us."

"So let me get this straight, you send these two over there to kidnap me from my home, the only thing I have left, slicing open my arm putting me into a world of pain as they do, and now you want me to work for you."

"I wouldn't have put it that way but that's essentially it."

"You've got some freaking nerve you know that."

"Trust me, you're in no place to be saying things like that, think about it, were offering you complete alleviation from your crimes, which by the way you would be put to death for, and giving you a job and a home, there are people who would kill for something like that."

"I'd like to see them try and put me to death."

"Do you know why we built the base on Avalon?"

"No."

"I didn't think so, we built it because we noticed a lot of interest from other nations and even Dr. Eggman in that area, so we set up a base there to see what the interest was, are early scouting of the area detected nothing but then we saw you, we'd seen Elementals before but none so powerful, there was something different about you."

"Dr. Eggman?"

"A mad scientist guy trying to conquer the world."

"Really? His name sounds like a joke."

"Yes his name is a little odd but he's very dangerous, anyway what I'm trying to say is that you've pretty much got the best possible deal out of this with us. It's either this or the grave."

"To be honest the prospect of a grave has sounded very nice for a long time."

"Not the way we'll do it if you refuse it won't."

"Colonel if you had gone through half of what I've gone through you would have an entirely different definition of the word pain, there is nothing you could threaten me with that would scare me."

Both Shadow and Rouge looked at each other nervously

"This conversation got dark surprisingly fast." Shadow mentioned

"Yes well I think it's about time were done here anyway." The Colonel said

"Guards!" he called out, soon after 2 men in shiny black suits carrying m50's walked in.

"Escort him to his cell." The Colonel told them

"Yes sir." They both said in unison

They took him from the room and escorted him to a small 10x10 foot room with a small window at the top. They removed the handcuffs from behind his back through the bars and stood guard at the sides of the entry.

"So…what are your guys' favorite bands?" he asked them surprisingly casually but they said nothing.

"Come on you know what a band is right, Aerosmith, The Beatles, that sort of thing."

"First of all those bands are from over 30 years ago and second of all we know what bands are, we aren't supposed to talk to you, stop talking."

"Well, looks like you just broke that rule then." They again said nothing

"Well in that case I guess i'm done here, don't worry I can show myself out."

"You aren't going anywhere" one of the guards said, looking into the holding cell "HEY, what are you doing!" he said as Flare got up and walked over to the wall and placed the palm of his hand on it.

"I think the technical term is escaping." He said as the wall started to glow red hot.

"Hey stop that!"

"You really think I would stop just because you asked me?" As the wall continued to get brighter and brighter red, it continued to heat up until a nice 5 foot in diameter hole melted away and he simply walked out of the building. He saw Shadow and Rouge walking out of the building talking and he walked up behind them quietly.

"Wonder what's going to happen to him." Rouge said

"I dunno, but I don't think they are even going to be able to hold him there very long." Shadow replied

"You got that right." Flare cut in causing them both to spin around

"H-How did you get out so fast!?"

Flare pointed back at the still smoking hole in the side of the wall which now had several people looking out from it.

"You'd think it would be harder to break out of a government installation." He said

"Look, we don't want to fight you." Shadow said

"Good, I don't feel like fighting either." He replied which obviously surprised Shadow

"You don't?"

"No, you heard the Colonel, the government wanted me so they came and got me, if it wasn't you who came for me it would have been somebody else, you're just the ones the orders fell to."

"So, what are you going to do now?"

"Hehe, you know the funny thing is I hadn't thought that far ahead."

"Down on the ground NOW!" a guard in heavy armor carrying a SPAS 12 shouted at Flare.

"Hold that thought." He said to Shadow, then turned around and pointed at the shotgun the guard was carrying, it instantly started to glow red and the guard dropped it shouting in pain at his burned hands. Flare then turned back to Shadow.

"You were saying?" he said as if nothing had happened

"Well you could go back to the island." Shadow suggested

"Nope, after you left as the guards carried me off I heard the Colonel call in for hundreds of soldiers to be deployed to the island."

"Considering what I've already seen you do you could probably take them."

"Well of course I could, but they'd just send more and more until one of them eventually got me."

Shadow couldn't deny that but he just realized all the very strange things about this situation, Firstly he was giving someone who should be his enemy advice on how to escape from the people _he_ worked for. Secondly Flare didn't really seem all that intent on escaping seeing as he was just standing there in front of the building where he had been captured.

"You don't really have anywhere to go do you?"

Flare sighed deeply "No I don't, Avalon was my only home, and now that it's gone I have nowhere to go and no living relatives or friends. I've never really felt so alone."

"Well, it can't be all bad can it?" Rouge asked him

"Yes, it is" Flare said sinking to the ground with his back against the wall "I've lost everybody that I ever loved and my home was the only part of them I had left, you don't know what that's like."

"I might know more about it than you think." Shadow said

"It doesn't matter, and it still doesn't solve my problem, even if I had the kind of money I would need to buy a home with the government after me nowhere is safe."

Shadow and Rouge both looked at each other and quietly talked for a few minutes, Flare not even looking up.

"You can stay with us for a while."

"That would be nice but with you working for the government and all they going to know about it I don't think they are going to like that idea any more than just letting me leave."

"Precisely" Colonel Brockston said walking up to them "The only place you're going is into the maximum security cell with handcuffs on this time."

"Let me take a moment to point out the flaws in that plan, first of all I don't think you're going to be able to get me in handcuffs again and second of all me being handcuffed and in the "maximum security" cell might delay my escape by 5 minutes." Flare pointed out

"Colonel wait" Shadow pleaded walking over to him and talking low enough that Flare couldn't hear "If you let him go with us you'll know that we'll be able to keep an eye on him and stop him if he tries to escape, and plus I think we have him on our side now, i'm pretty sure I can talk him into joining the GUN."

The Colonel thought about it

"I hate to admit it, but he's right, seeing how easily he broke out last time it would only be a matter of time till he got out again. It looks like letting him go with you is pretty much my only option."

"Unfortunately yes, I realize this is a bit unorthodox but don't worry, we'll make sure he stays put."

"Fine, he can go with you two for now, and hey if he joins maybe we can just let him live with you instead of getting him a new home, he won't know how to live in this society without help anyway so this might actually work out very well."

They both turned back to Flare

"We've decided that we will let you go with Shadow and Rouge for now."

"His name is Shadow!?"

"Yes, what does that matter?"

"N-Nothing it, it doesn't matter."

"Are you okay?"

"Yes i'm fine."

"Well then its settled, don't forget that my offer to alleviate your crimes if you work for us."

"I won't, believe me I wont."


	4. The Squad

Flare awoke with a start and looked around him, he was laying on the ground, he was outside laying down on cold grass, it was still night and there was an abnormal amount of foggy mist around making it very hard to see anything farther than 10 feet in any direction.

"How did I get here?" he asked aloud even though nobody was around.

He looked around and saw nothing but assumed it was due to the fog and got up and started walking the way he guessed was out. After walking for a few seconds he noticed something a little ways off, it looked sort of like half of an oval sticking out of the ground. As he got closer he noticed there was writing on it. It was a tombstone. There was just a name on it but he couldn't read it through the fog so he walked up to it to where he could make out the name chiseled into it.

"Brass" he read aloud, after thinking that over for a second he stared at the stone in disbelief

"I-I-It can't be" he said in a panicked tone.

He looked back the way he had come, then looked back at the stone and shrieked. The name had changed.

"Nasai" he said sounding even more scared. "N-No!" he yelled as he ran past the stone. Just after running past it he came to a row of several of them, he didn't stop to read any he just kept running but kept coming to more and more rows of the stones. Eventually he stopped running and ran down one of the rows figuring that the yard could stretch on for miles in the direction he had been running but might not be as wide and he might come to fence he could hop over to get out, that was all he wanted right now was to get out.

He thought he heard something behind him and turned back as he kept running but saw nothing, he wasn't looking where he was going and ran straight into a mausoleum. He was knocked back onto the ground and looked up to see that there was another next to it; the names were Thorn and Ruby.

"NO!" he screamed crawling backwards away from the 2 mausoleums. He again ran into something behind him, he turned around, it was another tombstone that hadn't been there before. Chiseled into it messily was one word. Flare. The instant he read the words the ground fell out from under him and he was falling and falling, darkness surrounding him. The last thing he heard was an echoing call that seemed to come from all directions

"… when I lay my vengeance, upon you." Followed by several loud gunshots and then nothing. Just deafening silence.

Flares head flew off his pillow as he realized he was back in Shadow and Rouge's house, he was panting very quickly and took a few minutes to get his senses back.

"Oh" he said in an annoyed voice "just another nightmare."

He sat there thinking for a few minutes trying to catch his breath and thinking about his dream.

"Flare" Rouge called up knocking Flare out of his daydream with a small yelp but she didn't hear it "are you up yet?"

Flare looked over at the clock, it said 10:00 AM, back on the island there weren't any clocks so he was still getting used to reading clocks and he wasn't entirely certain how late that was, the whole idea of time starting over at noon yet still being considered a different time confused him and seemed convoluted but based on how light it was outside he guessed it was about 2 hours later than he normally got up.

"Yeah I'm up." he called down after leaving the spare bedroom.

His arm was mostly healed by now and the doctors said it was safe to take the bandages off, once they came off Flare was a little shocked to see another long scar much like the one on his face only much less jagged on his arm, Shadow repeatedly apologized but after the initial shock of seeing it there Flare didn't really care anymore and told Shadow it was nothing.

It had been 2 weeks since Flare had moved in with them and they were starting to like having him around, he was very thankful for them letting him stay there so he was helpful and did his best to not wear out his welcome there. They were beginning to get used to him being there and enjoyed his company almost as much as he enjoyed theirs, living alone on the island for years he had become very lonely without even realizing it. He want having nearly as much trouble adjusting to society as they had feared, at times he would have to sneak on to nearby populated islands to steal supplies during some of the more harsh winters, and he had actually learned a great deal during those ventures.

The only part of modern society that he was still getting used to was the internet, there was a computer with internet access in the spare bedroom that he had been given so he would go on to site like YouTube or DeviantArt when he had nothing else to do and he was starting to get used to the idea, he very much enjoyed YouTube's videos directed to comedy, mainly the works of the two people whose usernames were Deepercut and Walrusguy, he didn't understand the videos one bit but the way they were structured was hilarious and he assumed that's what they were supposed to be like.

Getting on to the internet was actually a little frightening for him since Shadow had decided to show Flare the video titled "Relaxing Car Drive", in short, Flare didn't find it too relaxing. Shadow however was laughing hysterically. But since then in the back of Flare's mind whenever he clicked on anything he was a little afraid that something would jump out at him. Beyond that the only things about YouTube he didn't understand was the surprising number of videos that appeared to be one thing, but when one clicked on them it would lead them to a 1980's music video, and the internet publics obsession with the phrase "do a barrel roll" from an old video game.

"How did you sleep?" Rouge asked him as he came down

"Fine." He lied, not wanting to make them worry about something he had long since become used to.

"You slept in awfully late today." Rouge told him

"Yeah I know, I stayed up a little later than usual last night" he said, in truth having made that up right there.

"So Flare" Shadow asked "have you given any thought yet to the military's offer?"

Command was getting impatient about waiting on Flare for an answer and they told Shadow and Rouge to get him to decide soon or they would choose for him whether he wanted it or not, they knew however that they might not be able to force him if he didn't want to so they wanted to get him to come willingly if they could. After earning his trust they both agreed today they would confront him with it and get an answer out of him.

"Yes I have but I'm pretty much stuck." He replied

"On what?" Shadow asked

"Well I don't really trust humans, not after what hap-… I just don't trust them."

"What happened?" Shadow asked trying to sound as caring as possible

"Something a long time ago." Flare said in a tone that said he didn't want to pursue that line of though any further than he already had.

"Well then tell us about it." Shadow asked

"I don't want to talk about it." Flare said very definitively

Over the past few weeks they had a few other similar experiences where Flare would accidently allude to something that happened a long time ago that he was still very sensitive about, whenever they would try and get him to talk about it he would get very defensive and try to change the subject. They were starting to get worried about him; things like this could cause serious mental problems if left unchecked.

"Anyway I don't really trust them but the more I think the more I realize I really don't have a choice, they're really just giving me the illusion of choice to make me feel better, if I decline they'll try to hunt me down and force it on me, I'll be living a life on the run if I don't agree, be out of a home again, and lose the only people I've lived with in a long time."

"It sort of seems like your right" Shadow replied "You don't really have much of an option, and think of it this way, we really like having you around and it seems like you enjoy it too, if you agree the military would let you stay here with us."

"Well what do they even want me for, what can I do that would benefit them so much that their going to this extreme to get me?"

"They want you to work with us." Rouge answered

"With you?"

"Yes."

"But I'm not that great of a fighter, I mean I have my fire and all but I can only use that so much before I exhaust too much energy."

"They'll train you."

"I'd really get to work with you guys?"

"Sure, and you're a better fighter than you give yourself credit for, take it from me, a guy who has do deal with a lot of people who only go down swinging, getting you was definitely one of my tougher missions." Shadow chimed in.

Flare sighed "Well to be honest I'm not too happy with either option for a lot of reasons, but like you said it really is my only option."

"So you accept?"

"I guess so."

"Great, I'll call Brockston and tell him." Rogue said and walked up stairs leaving Shadow alone with Flare who was still staring pensively out the window.

"I don't know if I made the right choice." Flare said to Shadow after a few minutes.

"Don't worry, I think you'll like working with us."

"I'm sure I will, but that's not what I'm worried about." Flare replied as he continued staring blankly out the window, his expression unreadable.

Shadow was about to say something when Rouge came running back down stairs.

"Brockston says hes glad you came through Flare, he wants to see us now to discuss things."

After a lengthy explanation of Shadows ability of Chaos Control Flare reluctantly agreed to let him Chaos Control them there instead of driving.

Flare was clearly glad it was over when they arrived at the GUN complex, though he did admit it wasn't as bad as he imagined it.

The hole he had left in the wall from his escape had been patched up with cement and mortar but they still had yet to paint it their favorite color. Dreary black, so the gray cement patch stood out strongly still.

After they explained to the receptionists that they were on official business all 3 of them went to Brockston's office.

"Hello again all of you, I'm sure none of us here need introductions so I will get straight to the point." He said as the all sat down I chairs facing him.

"First of all I would like to apologize to you for all of this Flare and thank you sincerely for all of your cooperation, we will do our best to make you feel very welcome here."

"That's fine Colonel." He replied without sounding too sincere about it.

"We've all been through a lot recently and were glad to have you here with us, first of all we need to make sure we have you trained and combat ready soon, according to Shadow you're already a fairly good fighter but we need to make certain."

Flare just nodded

"We also need to make sure you know how to use a firearm."

"A gun?" he asked

"Yes but we call it a firearm here."

"That won't be necessary, I work better with what I have."

"We realize that but it is required that you carry one in case of an emergency, both Shadow and Rouge carry them too."

He looked over at Shadow and Rouge who each pulled out a high efficiency military Deagle and showed him.

"Alright I guess that's okay."

"We'll start your training tomorrow at 8:00 AM sharp, you two should also come." He said pointing at Shadow and Rouge.

"Sounds fine." Flare said though he did seem a little uneasy.

"Very good, we have only one more thing to attend to."

"What's that?" Rouge asked

"There is one more new member."

"Another!?" Shadow and Rouge exclaimed "Why weren't we told?"

"We only got him today and I figured we might as well show you here. Come on in Gear." He said.

Two doors to his right opened and a deep red 2 tailed fox came in wearing a dirty looking armored vest and carrying a long rifle. Most of the right side of his face was some sort of machine and his right eyes was a glowing red light with rings around it that frequently shifted making little clicking and whirring noises.

"Gear, this is the rest of your squad, Shadow, Rouge, Flare, this is Gear. He is a highly skilled marksman who before we became interested in him was employed as a professional mercenary/assassin."

Gear nodded at the rest of his squad with a small smile.

"Gear, since you and flare are new we will have to train you, be back here at 8:00 AM tomorrow.

"Alright." He replied

His voice was deep but he didn't sound like some mouth breather trying to put on a tough-guy act, he seemed to be intelligent and shrewd. His voice also had a robotic/mechanical sounding edge to it, almost as if there were 2 voices talking at once, one his and the other a mechanical version of it.

"That's all we have to discuss here today, just make sure your back here at 8:00 sharp."

They all nodded but just as they were about to leave the Colonel said one more thing.

"Oh and before you go, your codename will be Phoenix Squad."


	5. Gears of War

After the Phoenix Squad left the GUN compound they all went back to Shadow and Rouge's house to get acquainted with Gear and generally introduce everybody to everybody so they all would know each other well enough to be comfortable fighting with alongside each other.

Gear had a home of his own but they all figured they would just stay at their house seeing as Gear's house was on the other end of town and they were all going to the same place tomorrow.

"Nice place you've got here." Gear said after walking in.

"Thanks." Rouge replied cheerfully

They all went into the living room and sat down, Shadow, Rouge, and Flare sitting on the sofa and Gear sitting on a recliner.

"So Gear" Shadow began asking "where are you from?"

"A small city about 30 miles or so south of Soleanna."

"Why did you get in to mercenary work?" Rouge asked

"It's a good job, difficult work, outdoors, and I guarantee you won't go hungry, cause at the end of the day, so long as there's 2 people left on the planet, someone's going to want someone else dead." He replied in a surprisingly frank tone for suck a morbid statement.

They all stared at him a little amazed.

"Umm if you don't mind me asking" Flare chimed in "what happened with your, uhhh" he pointed to the section of his face that on Gear's was machine.

"On-the-job difficulties, you see, one of my targets was a criminal leader who had pretty tight security, I managed to find a rooftop that was rarely patrolled yet offered a good vantage point of one of his usual hangouts in his home. Unluckily for me the day I picked to pull off the hit someone was patrolling there, just as I fired he saw me. I killed the boss but the guard had thrown a hand grenade at me, I tried to pick it up and throw it back but he had cooked it off so there wasn't much time, it was about 5 feet in front of me when it exploded sending shrapnel everywhere. The only way to keep me from death was to replace that hardest hit area with a robotic graft. It isn't all bad though, my new eye can switch to do a lot of things, it can be used for zooming in like a scope, night vision, thermal imaging, and scanning. I've modified it to be able interface with some computer terminals, just by locking on to a computers signal I can hack into it, decrypt data, steal info and relay back to my own systems. It's a very handy tool."

"You must be a very good engineer to be able do something like that." Rouge said

"I've been taking things apart, figuring out how they work, modifying them and putting them back together since I was 8. I guess I just sort of picked it up, I've made a lot of modifications to my car and I built my motorcycle myself."

"That's impressive." Shadow complimented, not really knowing what else to say.

"Now you two" Gear said looking at Shadow and Rouge "I've seen things on the news and stuff for, but you" he said looking at Flare "you I've never seen anything on before, what's your story?"

"Well to be honestly mines not nearly as interesting, I was born on a small island named Avalon and I've lived there ever since until the GUN made an establishment there, I figured they planned to take over the island and rob me of my home so I went down there and dismantled it personally. I figured they would leave me alone then but it had the opposite effect, soon after they sent Shadow and Rouge after me, I put up a fight but I couldn't really do anything after Shadow got my arm with one of his… you know you actually never told me what the heck those things were anyway."

"Chaos Spears." He said

"Oh, anyway he got me with one right here" he said pointing at his scar on his arm "So I fled back to my shack on the other end of the island. They found me though and knocked me unconscious; when I woke up I was in the GUN compound. I broke out but they told me I could live free if I worked for them, working for somebody wasn't exactly my idea of freedom but I really had no choice in the matter. After a few weeks of thought I accepted and then they brought us in and we met you."

"Actually that was a very interesting story, how did you manage to take down a government installation singlehandedly?"

"Oh that's right we never told you" Flare responded "have you ever heard of an Elemental?"

"No."

"Me neither but apparently that's what I'm called" he held out his hand and cast a small fire in it "I can control flames."

"That's incredible, is it easy?"

"Not really, fire is pure energy and you can't just create it from nothing, I'm fueling this with my own energy, if I use it too much I get exhausted, I've gotten better at it over the years but I still do push it a little too far sometimes so I try to only use it when I need to."

They kept talking for a few hours Gear told some of his old "war stories" and they all got to know each other fairly well, after that they all decided to go to bed, it was pretty late and tomorrow was the day their lives together would start.


	6. Devarius

"To be honest the training exercises were mainly a formality." Brockston explained after Flare and Gear's "training" had been completed. "If you're recruited to something like Phoenix Squad, the government knows full well that for what they need you to do you are in no need of training. However there is another reason we asked you to come here, and it is why we asked Shadow and Rouge to come also." He continued "You will be going on your first mission today."

"You know I think I should be surprised but there's been so much lately about this whole thing that just keeps getting sprung out at us I'm getting used to it now." Shadow said sounding slightly annoyed at the latest thing they neglected to inform him and Rouge of.

"Follow me to the briefing room we have set up for this occasion." Brockston said as they left his office.

They went down the hall coming out of his office and came to an elevator, as they went into it Brockston pressed a button below the rows of buttons that were used to tell the machine which floor to go to. After he pressed it a small console slid down and he pressed some sort of code into it.

"Code verified" a robotic female voice said. "Access to substation Lamda-Epsilon granted."

The elevator went down several floors and opened up to see a hallway that was all white.

"I thought black was your guys' thing." Flare commented as they began walking down the hall.

About halfway or so down the hall they stopped at a door and went inside, it was a large room with a lot of equipment including guns of all types, several styles of body armor, grenades, and a lot of other things most of which Flare didn't recognize.

There was a large table in the center and some sort of machine in the middle of it, the table was circular and they all sat down except for Brockston who took out a small flash drive and hooked it up to a console on the underside of the table, the lights in the room dimmed and the machine in the center of the table projected a large beam of light into the air which after a few seconds formed into a coherent image of a forested mountainous area.

"This is where your first mission will take place. It is the new secret base of one Dr. Ivo Robotnik A.K.A. Dr. Eggman. I know that Shadow and Rouge have had many past experiences with him so ill let them fill you in about some of the details about him later, I'm here to inform you about what needs to be done. As im sure you know, the Dr. has hatched many hare-brained schemes to try and take over the world before, all of which have failed. But recently we've noticed something, his plots are beginning to get more and more aggressive, he's beginning to tamper with things out of his control in an attempt to seize power. He is getting very impatient to seat himself upon his throne so we are going to start to need to take greater and greater action to keep this lunatic under control. We've noticed increased activity in the area, whatever his next plan is it would seem he's starting to pick things up again and he may be starting to mobilize to execute his plan. We are going to need you to go there, covertly infiltrate his base and steal some files from his computers. We need to know what he's up to." Brockston finished

"Do you really think that he's starting to mess with things out of his control?" Shadow asked

"He already has, remember the Mephiles-Iblis Incident, he very nearly caused the end of everything as we know it with that little misadventure."

"Mefu-who?" Flare asked obviously very confused.

"I'll tell you about him later." Shadow whispered over.

"Moving right along" The Colonel said as he clicked a button on a small remote control he was holding, the hologram zoomed in to a small clearing in the forest."Since the Dr.'s sensors can detect Chaos energy you can't Chaos Control close enough to his base without being detected. We are going to fly you in via a helicopter to this point in the forest, about a half mile outside his base's perimeter. Then since one of Gear's specialties is reconnaissance, he will scout ahead and try to find a possible point of entry for the three of you to sneak into the base, he will also use his sniper rifle to take out a few guard-bots in some key points, this will alert the base and draw the guard-bots in the interior of the base away from their posts for a short period of time, making your job easier. Once inside the base you will make your way to the closest computer station. There will undoubtedly be security systems there but you won't have time to disable them, you'll just have to rush in and guard the area until Rouge can transmit the computers signal to Gear, who will then hack the system and transmit the files directly to our mainframe. After that you'll all get out the way you came the helicopter will come and pick you up and you'll all be out before anyone knows what hit them."

"Well, sounds like a solid plan to me." Gear commented.

"Good, because you're leaving in 15 minutes, take any ammunition or supplies you think you might need from the rack over there" he said pointing at the half of the room that had lots of weapons and such on it. "And Flare, take this" he said handing Flare one of the ear comm things that Shadow and Rouge were using.

Since Flare want intent on using his issued hand gun he decided to take only one clip for it. Rouge took a few bombs like she usually did, Shadow like flare, only took clips for his handgun but took 5 instead of 1, Gear however, was like a kid in a candy store. He loaded heavily with just about everything he could carry, 7 clips of .35 Caliber sniper rifle ammunition, several grenades, a silenced high-efficiency five seven, a shotgun, and what appeared to be a miniature flamethrower.

"Now what the hell would he need that for?" Flare thought "He probably just likes walking around being heavily armed."

Shadow and Rouge told Flare a small bit about all they had gone through with Dr. Robotnik, as far as Flare could tell at this point he was either a shrewd, intelligent, and egotistical, or a bizarre combination of genius and nut-job. He was vying more for the latter at this point. Either way he didn't like the idea of this maniac running around with some sort of power he can't control in a vain attempt to gain world power. It seemed that if he fully went through with most of his plans they would end up destroying the world not him conquering it, this guy was definitely off his rocker.

By this point the 15 minutes was up and they all went out to the VD-12 Shepherd that had just been fueled up. They all climbed in and closed up the side doors, it took off and before long the GUN compound was miles away. They could see the mountains out in the distance but they still had quite a ways to go. It would probably be at least 10 minutes before they were in the mountains since the helicopter want very fast. As Flare inspected it he eventually came to the conclusion that it was designed with troop transport in mind not quick aerial agility like fighter helicopters were. In fact this helicopter which was military grade had almost nothing in the way of offensive capabilities, the only on board weapons it had were 2 small anti-air Gatling Guns that could pierce the thin armor of a fighter jet or something but not much else.

Flare's estimate of how long it would take them to get there was surprisingly accurate and they had landed and offloaded from the chopper in almost exactly 10 minutes. He watched it take off and fly back the way it had come, then turned around and met up with the others.

"Well, I'm supposed to find you a way in and make a distraction so I guess that means I'll be off, ill contact you when I've done all that." Gear said rather awkwardly, he walked into the forest in the direction of the base and had disappeared from sight in a few seconds.

"Guess he's still getting used to the idea of being on a team." Shadow commented

A few minutes passed of nothing but the sound of birds chirping and wind blowing when they heard a few loud cracks of a rifle shot ring out and echo across the valley.

The comm devices in their ears beeped a few times and after watching Shadow and Rouge press their fingers against their ears Flare did the same.

"It's Gear, there is a small back entrance that's unguarded, probably for an escape route or something, that's going to be your entryway, come meet up with me and I'll show you where it is."

They headed off in the direction the saw Gear walking in, he was at the very edge of a steep Cliffside overlooking the main entrance to the base which was an eccentrically large steel door the same style as the entrance doors at his former base, White Acropolis, leading into the Cliffside of the opposite side. It seemed almost the entire base was underground.

"There's the entrance." he said as he heard them walking up and pointed to a smaller door at the far right of the base of the hill the base extended into. "I've already taken out a few of the guards and from the looks of things now I really stirred up the hornets' nest, but I can't say for how long they'll be up there so you'd better get moving, good luck."

With that they left without another word and had snuck into the base in a matter of minutes, the plan had worked very well, the hallways were all deserted, empty except for a few flashing red lights and a robotic voice that came over the intercom every few minutes to direct squads of robots to other areas of the base and yelling about a state of emergency.

"Well we don't have a map of this place and I'm sure it's pretty big so let's get looking and get this over with quickly." Shadow said, the others nodded and they all went off down one of the hallways. After walking down the hall silently for a few minutes they came to an open door that led into a large room filled with computers, it was completely empty except for one chair at the back with someone at a computer there. As they were about to enter a large holographic screen came up in front of the person at the terminal flashing "Incoming Message". The man at the terminal pressed a button and the holographic screen flashed and then an image of a man appeared on it, the man looked about in his mid 30's or so and was completely bald, his eyes were a deep brown and he wore a deep black suit with an insignia on it of a small human skull with flaming blue wings coming out of it, inscribed below it was "Vires dat nos vox." Something in Latin that none of them understood. The man in the chair spoke to the hologram and Shadow and Rouge instantly recognized the voice, it was Eggman.

"What do you want Devarius?" He said

"I have gotten them to agree to do it" The man replied

"I don't care if they agree to do it willingly or not, what I want is for you to have all of them and you don't, our deal was for you to get all 4, not just 3, how hard was it really, you had them outnumbered, outgunned, and they hadn't even fully grasped their own strength yet, it should have been easy. If you can't even do that then how am I to trust you with it? I'm surprised I even waited this long for you to break out of prison; it's been 8 bloody years."

"Yes, but don't you see, with the power that the 3 hold I can find the last one, on his own he stands no chance. Once I have all 4 nothing will be able to stop me, with your armies backing me up the world will be ours in days. And all you need to do to make this a reality is to send me the schematics for it."

"That wasn't our deal Devarius."

"I realize that but the last one has realized its power and would now be next to impossible to retrieve."

Eggman let out a deep sigh" Very well, you'll have your plans, but don't think about double-crossing me, people who double-cross me live to regret it."

"But of course."

This Devarius person seemed very twisted and cruel, but at the same time cool-headed and smart about it, a true madman who know how to manipulate with a lust for power. This was definitely bad, and whatever they were talking about it seemed like something they likely couldn't handle.

Eggman pressed some more buttons on his console and several sheets of paper came out of a printer on Devarius' side, he handed them off to an assistant.

"I'll have my best men build it; it should be ready in a day or so, if all goes according to plan the world will be ours within the week."

"Just be sure you keep your end of the bargain." Eggman said as the hologram closed down.

Eggman went back to typing on his console but within a few seconds a robot came in through a small side door.

"Dr. Eggman sir, we've lost some units around the outer perimeter and we have reason to believe there may have been a breach of security in this sector, we should get to the command deck immediately."

"Yes, let's get out of here."

They both exited through the side door and left the room completely empty.

"Now's our chance" shadow said "let's get in there and get the files so we can get out of here."

They all went into the room with nothing but the luminescent glow of computer screens for light and went to the back where Eggman had been sitting and Rouge got into the computer. "It should only be a few minutes." She said

After typing for a minute she pressed her fingers against her ear "Gear, get ready to hack the system I'm sending you the signal now."

"I'm ready on this end." He said through the mic "Okay I'm hacking the system, but theres a lot of data here, it's going to take me at least 5 minutes to download it all."

"That's fine let's get out of here." Shadow said

"No you can't" Gear replied "When I hacked the system almost all the robots that had been drawn out of the base went back into it headed in your direction, if they get to that terminal they can destroy it and I'll be cut off in the middle of the download, you'll have to guard it until I can get all the files."

"Damnit, well me and Flare will guard the hall way, you stay in here Rouge, in case we need the computer again." Shadow said

"Right." Rouge replied

A few minutes passed and nothing happened, Shadow was watching one direction of the hallway and Flare the other.

"I've almost got it." Gear said "How are you guys holding up?"

"Nothing yet."

But right as Shadow said that a large column of robots appeared at the end of the hall running towards them. Shadow dashed over and used chaos spears to take out the first few, he ran up and spindashed the rest leaving nothing but a pile of parts in his wake.

Some robots came in a straight column from Flares side too, he stuck his middle and index finger in the air and a small concentrated flame appeared at the tips of his fingers. He aimed it at the robots coming his way like a child using his fingers to make a pretend gun and shot the flame out incredibly fast going straight through all of them. They fell to the ground sparking a little but otherwise dead.

"That's it I've got it, I've got the files now get out of there." Gear practically shouted over the mic.

They didn't need to be told twice as they could hear more robots coming they got out and ran for the back exit they used to get in, more robots came but Flare did the same thing he had done with the others and they all fell quickly. They got out of the base but there were tons of robots hot on their trail.

"Gear, where is the chopper we need evac. NOW!" Shadow shouted through the mic

"It's on its way, I'm getting back to the landing site, I'll see you there soon."

They kept running and were going faster than the robots and they lost them in the forest, pretty soon they were at the landing site, Gear was there and could see the chopper out in the distance.

They could hear the sounds of robots searching for them out in the distance, they were getting closer, whether the chopper or the robots would get there first was anyone's guess.

The chopper was almost there when they heard a robot shout that they were here. Gear quickly dispatched the Robot but its signal had already gone out, the rest of the armies were converging on their location. The helicopter was just coming in for a landing when one of the robots saw it and shot a rocket at it, hitting it directly in the fuselage causing it to tear in half and spiral out of control and crash.

"SON OF A BITCH!" Gear shouted and kicked the ground "We were so close!"

Shadow pressed his fingers against his ear "Brockston, the chopper is down repeat the chopper is down, the bots are right about to be on us and we need an exit solution now!"

"That chopper was your only one, you're on your own now, over." Brockston said

"Well that's just great!" Shadow shouted sarcastically "Well let's get out of here before they trap us."

"I think you'll find your already quite surrounded." Said Eggman who came down from the sky in his floating Egg thing. "Did you really think you could just steal from me and get away with it?" He questioned them as robots came from the tress in all directions surrounding them.

"Yeah pretty much." Gear said in an offhand manner.

Eggman took out a small energy blaster and shot him in the robotic half of his face with it, causing it to short out wildly sending sparks everywhere as he fell to the ground clutching it in pain.

"This is not a game!" he shouted

Shadow jumped up to attack Eggman but a robotic arm came out of his machine and pinned him down to the ground, as Rouge began to throw a bomb another arm did the same with her. Wathcing all of this Flare began to grow very angry, after watching Rouge being crushed he lost it and let his full power out. His eyes closed and when he opened them there was nothing but fire behind them, fire flew out from every direction from him, he rose up several feet off the ground and raised a single hand up, it instantly shot hundreds of spears of concentrated flame out piercing all his robots through the chest and sending them to the ground in a heap of metal and sparks, Eggman stared in amazement as he saw that the tables had been turned, he was now all alone against this super powered and very annoyed enemy. Before Eggman could do anything flare held up his hand and a large sword of pure fire formed in his hands, he dashed straight past Eggman taking one fly-by swing with his sword, after which it dissipated into thin air. Eggman's flying machine was sliced in half straight through the center and exploded in midair sending him flying back into the forest. He didn't bother coming back. By now Gear was beginning to recover and with the destruction of Eggman's machine Shadow and Rouge were let up.

Flare landed and his eyes returned to normal, he regained his senses and fell to his knees panting heavily, the others rushed over to help him, his panting slowed down and he fell unconscious and collapsed on the ground.

"He used up too much energy in that." Shadow implied "He just needs to rest, he'll be alright."

"How are we going to get out of here though?" Gear asked

"Now that the Robots and Eggman are gone we should just be able to call in for another helicopter." Rouge said

They called in for another helicopter and sure enough in about 20 minutes another VD-12 Shepherd arrived on scene and took them all back to the GUN base.

They took all the files Gear downloaded and said they would have more information on the Devarius person and what he and Eggman were talking about in a few days. After that Shadow, Rouge, Gear, and Flare (who was still unconscious) went home and got some well earned rest.


	7. The Dead Angels

"Doctor?"

"What do you want now Devarius."

"Was the download completed?"

"Yes."

"So then everything is falling into place."

"Not entirely."

"What do you mean?"

"I implanted the virus in time but ran into some complications, I hadn't replaced any of the crucial files with the fakes yet, they got all the real files."

"Irrelevant, it doesn't matter if they know of our real plans, soon the virus will be completely embedded in their systems, when we make our attack all their systems will shut down and the city will fall in hours."

"True, let's just hope you get the machine running in time."

"As I said before I have my top men working on it and it is going ahead at full speed, it should be completed in a 3 or 4 days and we will be ready to begin our assault in five days, just make sure you have enough of your new battle-bots ready."

"Just make sure you complete and activate the machine on time."

"Of course."

:.:Three Days Later:.:

Flare slowly awoke in a very dozy state of mind, everything seemed to be blurry and he felt sore all over. He had lost all perception of time and after a few minutes that seemed like hours he started to regain his senses, he slowly got up still feeling the stiffness in his muscles. His vision slowly returned and he realized he was back in his room at Shadow and Rouge's house. He didn't know what time it was, he looked over at the digital clock next to his bed which read 9:26AM, he still wasn't exactly sure just how early that was but he knew that it was about midmorning. He was feeling very hungry for some reason so he went downstairs to make himself something to eat, as he came down the others hadn't yet noticed him and he heard Gear talking as he came down.

"So do you know where he got that huge scar from?" he asked

"He won't talk about it, something happened to him a long time ago and he's still very sensitive about it, so far all we've been able to get is that it involves his parents and humans, and all that slipped out by accident, he didn't even tell us that much on purpose." Rouge said

"We've been trying to get him to talk about it but he's very intent on staying silent about it." Shadow added

"That's too bad, you shouldn't keep things like that bottled up, it never ends well. We should try and get him to tell us what happened when he gets up."

"I'm sure he'll talk about it eventually."

Having heard enough he walked all the way downstairs and into the living room where they could see him pretending not to have heard any of it.

"Flare you're up!" Shadow almost shouted

"Why is that so exciting today?"

"Because you've been asleep for 3 days straight."

"WHAT!?"

"Yeah" Gear explained"you went a little psycho there and wound up taking out all the bots and Eggman but you exerted way too much energy while you did. When you finally snapped out of it you collapsed right on the spot."

"What did I do?"

"You don't remember? You sliced Eggmans hover thing in half with a sword of fire and shot all his robots through the chest."

"It sounds familiar but it's all a blur."

"Anyway that's why we got you those." Shadow said pointing at Flares wrists

He looked down and saw some gold rings around his wrists and ankles.

"I'm not really in to jewelry."

"No they're called ring suppressors. They stop you from using all of your power so you don't use too much like you did, if you had used much more you probably wouldn't have had enough left to keep your heart beating and you might have died. I use them too."

"Whoa."

"Exactly."

"Well this is all very interesting but, I'm sorry do you have anything to eat because I'm REALLY hungry." Flare said

"Oh, yeah after using up all that energy like that and not eating for a few days I'm sure you are. Just sit down and ill make you some scrambled eggs or something." Shadow offered

"Thanks I could really use a good meal right now."

He sat down and looked over at the newspaper Shadow had been reading, it showed pictures of some guy sitting in a pool who had apparently won the most gold medals in a sporting thing or something and some other picture of Russian tanks invading some country way off on the other side of the world. Nothing he was too interested in.

"So Flare, where did you get that scar?" Gear asked

"Oh it's nothing."

"It doesn't look like nothing, it's pretty big."

"It's just something that happened a long time ago."

"Well what was it?"

"I don't really want to talk about it." He said sounding slightly annoyed at his friends persistence.

"C'mon I told you how I got my robotic face graft."

"So?"

"Why don't you want to talk about it?"

"I just don't alright, look it doesn't matter anymore, it happened years ago."

"You shouldn't keep things like that inside, it can turn very bad."

"I said I don't want to talk about it." He said getting noticeably more annoyed.

"I just want to know where you got your scar from."

"Just let it be Gear." Shadow told him seeing the way Flare was responding to this.

Gear decided to let it drop for now but intended to try again later. Flare ate a big meal and started to feel a lot better, the stiffness in his muscles going away and his mind starting to feel a lot less foggy.

"So Shadow" Flare began to ask "Brockston mentioned something about someone named Mepholey or something, what was he talking about."

"Mephiles, his name was Mephiles."

Shadow explained to Flare the entirety of the Mephiles and Iblis adventure and just how close they came to achieving their goal of ultimate destruction.

"And the worst part is, with the way that he died Iblis is definitely dead, but Mephiles might not be, he could still be out there somewhere. But we haven't heard anything about him since so hes probably gone, but you never know with him."

The phone began to ring and Rouge went over to pick it up wondering who could be calling so early. She answered and within a minute she put the phone back down. "That was Brockston, he apologizes for having to have us come in on short notice again but they've found some very important information and they need us down there immediately."

By now they all knew the drill, they Chaos Controlled to the compound, went inside and went up several floors to Brockston's office.

"Again I'm sorry to bring you in on such short notice but we uncovered some very important information you needed you be made aware of immediately. First of all let's start with this Devarius person you saw Eggman talking with. We've been able to find out quite a lot about him. His full name is Devarius Xenoli, he's a world-class con-man whose swindled just about everybody and walked out Scott Free, hes tricked the Russian mafia, the Yakuza, even the entire governments of several war torn countries and walked away from it all with about as much as I make in a year only with about 3 extra zeros on the end of it, and that's only his side job, he uses that to fund his real job, he's the leader of a small radical terrorist organization known as The Dead Angels. They aren't taken too seriously because they pursue things of a more Supernatural nature. Case and point the current plot they are working on is based entirely off an old Echidna legend."

All 4 looked at each other skeptically.

"It's rather complex but it basically says there are 4 icons each containing one fourth of an unspeakable power. There will be a chosen one who if he gathers all 4 will be able to take the power from the icons, unite it within himself and use it to bring peace to the world. The story was a fairly big part of ancient Echidna religion but nobody's really paid any attention to it in centuries. Apparently he's found 3 of these things and plans to use their power to find the last one."

"When he talked to Robotnik over the holonet he said something about them agreeing to do it willingly, how could a bunch of icons do that?"

"As I said the legend is very complex and cryptic, it never states exactly what the icons will be; apparently he thinks they are some sort of living thing that he's taken prisoner."

"Are we really wasting our time with this nut-job?" Flare asked inquisitively

"Please take this seriously, these things seem odd but believe us Devarius is extremely dangerous and we can't rule out the possibility that he's correct, if he is right and we don't do anything the repercussions will be devastating. If he gets his hands on all 4 he would have control over all the Elements as the story goes and we can't let something like that happen. Now they've taken the icons for themselves and plan to use Eggmans machine to cheat the system and take the power from them, not only that Eggman is lending them his Droid Armies to use against us and is even engineering a totally new type of battle-bot just for this, all we've found so far is that they are called Locust bots, but we didn't find any schematics, weapons analogs, or even any pictures, but from what it sounds like they are dangerous."

"So what are we going to do." Shadow asked

"I'm glad you asked, now that Devarius has the schematics for the machine he's planning to use to take the icons' power the tide seems to have shifted to him for now, so we're sending you to The Dead Angels' headquarters. You will split up and all be given your own missions on this one, your comms equipment will be set to a secure frequency that they won't be able to detect so you can communicate. Shadow, your job will be to find out where the machine is being built and disable it however you can, see if you can find the blueprints and destroy them if you can as well. Rouge, we know that Eggman has transferred a large amount of robots to The Dead Angels' headquarters already, he may have also sent some of his Locust bots, we need you to try and find one and take some video of it, find any documents you can regarding them, anything you can, we need to know what we're up against here. Gear, your mission will be much the same as it was last time, you'll need to find their central mainframe and download anything and everything you can. And Flare, you'll need to find Devarius's personal office and steal any documents you can, in all of his past ventures he winds up double crossing his "partners" and taking advantage of the system for his own benefit and he may be planning to do so with Eggman, though he likely wouldn't put that information into his computer network knowing that Eggman could get his hands on that information. Their headquarters is deep in the Dusty Desert about 75 miles from here, nothing we have found yet points to them having sensors that can detect Chaos Energy and it's too far to fly, that would still take too long. We're going to chance it and have you Chaos Control there."

"And if they detect us?"

"Well then the status of the mission will change from covert espionage to break in, take and get the hell out."

"Are you insane?! With the whole base alerted we'll be walking into a death trap, its suicide!"

"Well then you'll just have to hope they don't detect you, look we need this info. now, some of what we found points to there being an attack on us within days, if we don't have this Intel we'd be walking into a death trap, if we fail to stop them there wouldn't be anything to stop them from taking the world."

Shadow sighed annoyedly "When are we leaving?"

"Now."


	8. Evolution

A single helicopter flew over a desert that stretched for miles in every direction; it was loaded up with fresh new marines who were ready if not willing, to begin their military life. After several minutes of flying, the helicopter nears a solitary base about 3 miles from the coastline.

"This is the Z-82 Talon calling in to Corbantis Airbase, we have the recruits here and we are ready to make a landing over."

"This is Corbantis Airbase actual, Z-82 Talon you are cleared for a landing proceed due south at 2 miles to find the helipad station, welcome to paradise, over."

The helicopter proceeded due south and in 2 minutes had landed and the recruits had off-loaded, they looked somewhat nervous as the base commander came over to greet them.

The base commander was a short stocky man in a brownish-green digital camouflage style body suit, he had an escort of 3 heavily armed troopers but he himself only carried a small sidearm pistol.

"Well hello new recruits, welcome to the Corbantis Airbase, your home for the next year and a half. I'll have some of the other soldiers show you around, get comfortable soldiers cause you ain't leaving this base. That's all, carry on and enjoy your stay." He said chuckling deeply to himself.

"Uhhh, excuse me sir" one of the recruits asked before the commander began to walk away "my name's Steven Marlou, what did you mean we aren't leaving, I mean aren't we gonna go on, like, missions and stuff?"

Several of the soldiers began to laugh as the base commander walked over to Steven

"You mean you don't know kid?"

"Know what?"

The base commander chuckled deeply to himself again "Kid, nothing comes out here, we are in the middle of freaking nowhere and there's not jack shutout here, nobody wants anything to do with anything out here. We keep you trained and stuff but I've been here for over a decade and I haven't seen a single enemy, they've all got bigger and better things to do."

"So then why do we have a base here?"

"It's part of the nation kid, even if it is a wasteland, count your blessings, the military is basically paying you to sit around and do whatever the hell you want, now in the unlikely event something actually does come about up here, that's all going to change, but I doubt youll see anything out here."

And with that the new recruits were shown to their barracks' and when night fell they all went into their rooms for the night. Each barracks was made of several rooms each with a bunk bed, a table with a light on it, and a T.V. It was fairly late at that point and the moon had risen reflecting an eerie luminescent glow off of the sand. Steven was just about to fall asleep when he thought he heard the sounds of machines running off in the distance. As he listened in he could hear it growing slightly louder and louder, it sounded like hydraulics moving up and down, up and down, yet much loader then any hydraulics he had heard before. He noticed some of the other marines waking up from hearing the sound too. He got out of bed and went outside to see that almost all of the barracks were being emptied as marines all went out to find out what was making the noise.

They all gathered at the east end of the base and when Steven got over there he could definitely hear that it was loudest over there, the only problem was that there was nothing there. They were all clustered at the edge of the sand staring out over the dunes, they stretched for miles but there wasn't anything there. The soldiers waited and waited as the sound got louder and louder until it got so loud it seemed like it was right on top of them, and then it stopped. The silence was worse, they were all standing there waiting for something to happen, some resolution of what they just heard, but nothing. After a few minutes one of the marines took out his M4 and fired into the dunes where they had heard the sand, he sprayed it moving farther and farther left the bullets only making little clouds of dust against the sand until one of the bullets ricocheted off of something, but there was nothing there, it had just sparked and flew off of thin air. The soldier fired more bullets which also ricocheted off of the air as if they were hitting solid steel.

"What the hell is this!?" he screamed

After a few seconds a loud, deep rumbling sound came out and slowly something began to appear, parts began to fade into visibility as they looked what was obviously the source of the noises. It was a large oval shaped body with a small head at the front being supported off the ground by 6 large spidery mechanical legs. Two eye slits opened up on the head revealing glowing green eyes. They flashed and darted around quickly surveying its surroundings. Not able to take the suspense any longer the marine again began firing his gun at it, all of the bullets simply ricocheting of the armor. But that didn't stop most of the other marines from joining in and firing as well. Within a few seconds they were all out of ammunition. They began to reload when the machine made some mechanical noises and two small side doors opened and long mechanical arms snaked out of the hatches and pointed at the marines. At the end of the arms a small hole opened up with releasing a large bright red laser which sliced several of the marines in half where they stood. The machine turned back to the others only to find they were already running, some turning back to fire at the machine as they ran, it simply angled the laser at them from long distance, killing them as easily as it had the first few.

Steven and the few others that had survived just barely rounded the corner of the hangar building before the laser got to them. They began hearing the hydraulics sounding sounds again and looked back to find the machine walking around the compound using its lasers to destroy everything, tanks, fighter jets, barracks', everything. A larger hatch on the lower half of the machines body opened up, a large turret sliding out and aiming at a tower 100 feet in front of it, it charged it's shot and fired hitting the ground 25 feet before the base of the tower, at first it seemed like the shot missed but they realized that it didn't miss, an enormous shockwave wall emenated from the spot on the ground where it hit ramming into the tower directly crumbling it to the ground as it tipped over. He was able to get one last glimpse at it and the last thing he saw was the inscription on the side. It read X-57 Locust. That was the last thing he saw before the lasers were turned on him. Nobody survived the base attack, the "Locust" left nothing but destruction and smoking rubble.

"Sir, the Corbantis base was attacked as planned." A small robotic voice said

"Were there any survivors?" Eggman asked

"We are currently not seeing any signs of life." The robot replied

Eggman laughed "Then the test was a complete success. Bring the project out of prototype phase and build 4 more Locusts; I want to be well prepared for our attack."

"But sir, do you realize how many materials that would require, our supplies would be completely diminished."

"That's why I'm not building any more than 4, if we had enough for another I would make one."

"Very well sir, ill see to it at once."

"See that you do."

"One more thing sir, we received another message from Devarius."

"Ughh what does he want from me now?"

"He says that he has captured the last icon sir."

"W-What!? He told me himself that it would be nearly impossible without using the energy of the 3 he's already got, did he use them yet?"

"He didn't say sir, but it didn't appear that he had."

Eggman grumbled a little "I don't trust him, I know of his past ventures and I don't like the sound of this, I will give him the benefit of the doubt though, for now. Is that all?"

"Yes sir."

"Then see yourself back to your work."

"Of course sir."

:.:12 Hours Earlier:.:

Shadow, Rouge, Gear, and Flare dropped to the ground from the Chaos Control portal Shadow had made and surveyed the landscape. Sand, sand, sand, a large base, and more sand. The base looked more like a small town than a base. It had a large perimeter wall but other than that it just looked like a bunch buildings, it even had what you might call streets, but they were just dirt paths in between the buildings. The buildings just seemed strewn about randomly without any real sort of style or pattern to where they were placed, leading to there being quite a lot of narrow back alleys; some were dead ends while others lead back on to the main "streets". The one thing that stood out was one very large circular building at the far North end of the compound, it had some sort of metal roof which looked like it could be moved and there was a large metal building at the back of it in a T-shape with windows along the top looking over the top of the dome.

At first they thought they might have went to the wrong place but after a few seconds of looking they saw the main gate had the same symbol on Devarius's suit, the skull with blue flaming wings and the same Latin phrase below it.

"Guess this is the place." Gear said "So where do we start?"

"Well have to find an unguarded section of the wall to sneak in." Shadow surmised "Im guessing that's their control center and likely we can find some sort of a directory around this place." He said in regards to the T-Shaped building at the back of the dome.

Gear took out a small pair of binoculars and looked around the wall for a few minutes.

"It looks like we could get in over there." He said pointing to a dilapidated section of the wall that they could climb over. "The only question is how are we going to get up to the wall without being spotted, we'd be like sitting ducks just running up to it, Chaos control will make too much light somebody would see it. If we can find a way over there without being seen we'll be fine but it looks basically impossible from here.

"Well there's got to be some way there." Flare replied

"If you've got any ideas for getting rid of the guards I'd like to see them."

"You're the one with the sniper rifle." Shadow said

"It'd be too loud; it would bring more guards running."

"Which is the precise reason they invented the silencer." Shadow said taking one out and tossing it over to Gear. "Didn't you say you used to be an assassin?"

"Oh shut up." Gear said as Shadow laughed a little.

Gear looked through the scope and fired several times, each time one of the guards dropping where he stood, by the time they realized something was going on they had all been eliminated. After a short walk and climb over the wall they were in. They stayed off the main streets, if you could call them that, and made their way gradually towards the T-Shaped building, fortunately there weren't many people walking about and sneaking around wasn't a problem, the building had a door on the side which luckily was unguarded. They snuck in to find the place deserted. There were many maps, computers, and other various things you might expect to find in an office, this was clearly the command center, but it was completely empty. It was odd but it served their purposes very well. After sifting through piles of maps they finally came across a recently updated one of the compound. After a while of studying it it seemed most of the buildings were residential, made for the members of the Dead Angels to have a place to stay in the compound. The central database was in a separate building at the opposite end of the dome, after that Gear was off. The machine as far as Shadow could tell was located in the center of the dome itself, and Rouge figured if there were any of these "Locust-bots" here they would probably be guarding whatever it was that was so important so she went with Shadow. Devarius's personal office was, conveniently, the upper floor of the building Flare was in.

With the others gone he walked up the stairs to the upper floor, it was a hallway with 2 doors on the right side of it which were just to entrances to the same room, the door closest to him was cracked open a little bit so that he could hear in and see through. Devarius was pacing around and there were several others around him, some wearing suits like him other wearing strange ceremonial looking robes, they were all sitting in comfy looking chairs except Devarius and one of the others in a robe who was extremely short, no taller than Shadow, and was standing up and absentmindedly stirring some sort of drink. The robe completely covered him to the point where you couldn't see any part of him. Devarius stopped pacing for a second and counted all the people in the room silently to himself.

"Where is Zokath?" He demanded very angrily "He's missing a lot of our meetings, am I going to need to go down there and pull his head out of his ass for him!?" he almost screamed.

Nobody said anything for fear of what Devarius would say in his current mood.

"If he's defected with his division it'll be the third one this year, weve already lost the Immortal Wings and the Sacred Flames, now we might have lost the Void Hunters, is this entire organization falling apart!? If it is it couldn't have picked a worse time, once we take over Eggman's army we'll finally have everything we need to execute our plans and take Westopolis.

"Maybe he's just late, I mean he is based half a world away." One of the other people suggested

"He was warned in advance to be certain he got here in time!" Devarius snapped back.

"Well do we really need him here; I mean what significance does he have in the plan?"

"Fine, well just start without him!" Devarius said throwing his arms up in frustration. "And Sorthyx, are you just about done stirring that drink or is there a freaking science experiment going on in that rum?" Devarius screamed at the short person who stopped stirring his drink but didn't even seem fazed by Devarius's tirade, as opposed to the others who seemed very fearful of him.

Devarius walked over and snatched the drink up and gulped it down in one shot. Sorthyx didn't seem to have even really noticed.

"Let's just go down and start planning our strategy." He said as they all got up and followed him out of the other door and down a separate staircase at the opposite end of the hall.

As soon as they left Flare snuck in, it was a lightly furnished room, it had just those few chairs that the other leaders had been sitting in and a few other items of furniture. Devarius's desk had just his computer which Flare didn't have enough experience with computers yet to know how to work well enough, the small glass that had been filled with rum, and a chair to sit in behind the desk. Nothing that he would be able to use.

He continued looking around and saw a large file cabinet a few feet away from the desk. He knew that it was going to be by far his best shot of getting anything. He went over and opened it up and found several folders to leaf through, he was hoping for something obviously named like "Backstabbing Plots" or "Maniacal Schemes", but knew it probably wasn't going to be that easy. He resorted to simply filing through all the files to see what they were, after a few minutes he had found nothing of any real interest but he kept looking.

"We've been waiting for you for a very long time." A deep voice came from behind him.

He spun around very quickly to see the short person who had been stirring the drink standing in the door way. He was still robed so he couldn't see who it was but he could swear he had heard that voice somewhere before.

"Yes, a very long time. But then, what is time to me?" He continued

"Who are you?" Flare asked a little nervous

"Let's just say I'm a friend of Shadows, we go way back, or maybe way forward if you want to see it that way." He said in a cold, emotionless way.

"What are you talking about?" Flare asked

"Oh, nothing, we should be talking about you."

"What… why?"

"I have wanted to meet you for quite some time, we learned a lot about you from Nasai but it isn't ever the same as meeting someone face-to-face."

That struck Flare very deeply. "H-How do you know about her, and what are you talking about, she di… well just what the hell are you talking about?"

"We also learned a bit about you from Brass and Randela, but not nearly as much from them."

"WHAT ARE YOU TALKING ABOUT!?" He screamed

"That always was a problem with your race, you're too hot-headed, you really should calm down, come sit with me, we have much to discuss. And do please quiet down; I don't want the idiots downstairs to hear something."

Unable to take it anymore Flare charged across the room and grabbed him by the throat and held him in the air.

"I'm not saying one more word until you tell me what you're talking about!"

Sorthyx chuckled deeply "All in due time, all in due time."

"Give me one good reason why I shouldn't kill you right now!"

"Easy, I can tell you why your parents had to die."

"How do you know about that?" Flare said, all the confidence in his voice vanishing.

"You want to put me down now?"

"Not until you answer my question!"

Sorthyx sighed then raised one of his hands, before Flare could do anything he was thrown back against the wall in a flash of dark purple, when he recovered he opened his eyes but could not move his arms, he looked over to see them held down by some sort of band of energy the same color as whatever had thrown him back. He looked up to see Sorthyx still floating in midair where Flare had been holding him, he slowly hovered down and walked over to Flare, he grabbed him by the chin and held his head up.

"I already answered BOTH your questions, now it's my turn to talk." He said "Have you ever heard the phrase 'Money is the root of all evil'?"

"No."

"I thought not, well I've seen most of what is known as recorded history firsthand"

"Impossible!" Flare cut him off.

"nothing is impossible, and trust me with me around you might have to blur the line of what you think is possible and what you think is not. As I was saying, the phrase makes sense doesn't it? Money corrupts people, they will do anything to get their hands on it, and it amazes me to think of the lengths that people will go to for some paper and a few chunks of nearly worthless metal. The more I thought about this the more I realized, money is not the root of all evil, not even close. If any one thing can be named as the root of all evil, it's power. Power is what truly corrupts. It's human nature to covet those in power, to not want to relinquish it when they have it, to be so obsessed over it that they send thousands of people to die just to keep it."

"Why are you telling me this?" Flare asked

"Just let me talk, it will all make sense soon. It is also human nature to love exerting there power, showing everybody else how much power they have. The best example of this is Britain, there was a time when Britain was the only world power, and nobody disputed it. If one country decided it was going to mouth off to Britain, the British would get their armies, and get there ships and go down to whatever country was either brave or stupid enough to challenge them, and beat the living shit out of them until the leaders were on their knees begging for mercy. And then they would oblige, they would not kill them, but they declared that all their land was British now, everyone was working for the British now, and the British can do whatever they want with you. We think of those as barbaric times, but things are no different now. They just have a more diplomatic approach to the exact same thing. The truth is, everybody wants power, the ability to do anything, people want power so much that they when they can't have it, they'll just trick someone who does into doing it for them. Like you."

"What do you mean 'Like me'?"

"You don't see it?" Sorthyx chuckled deeply "Maybe you aren't as smart as I thought. The government is using you."

"Well, I am working for them."

"Yes but did you join them of your own will, or did you simply accept the inevitability that it was either this or death."

Flare didn't want to admit it but he hadn't wanted to assimilate.

"That was a foolish mistake; someone with your power should never accept options you don't like. You have the power to have things however you like but you instead chose to work for them? You obviously haven't been living here long."

"I didn't want to live a life on the run!"

"On the run? HA! On the run from what?"

"Well, their armies, their agents, everything they have."

"Think of everything you've seen that they have at their disposal, with the exception of your "squadmates", do they have anything to threaten you with?

"Well….. no."

"Exactly."

"Well it's too late, I'm already working for them."

"So what? That doesn't change the fact they have almost nothing to throw at you that you couldn't kill."

"Well what about my squadmates, what about them?"

"Rouge you have nothing to fear from, shes very quick witted but she lacks the power to threaten you, You fell for Shadow's tricks before but now you can learn from your mistakes and simply dispatch him before he can get to you, Gear has his guns, nothing else. He is a proficient user of them but you've already shown guns don't pose a threat to you."

"Well…."

"Don't let yourself be a pawn of a corrupt regime bent on world domination."

"What?"

"That is their main goal, if you look hard enough you can tell that's what their main plan is. If you let yourself go along with it the blood of millions will be on your hands, they'll rule with an iron fist, or should I say, flaming fist."

"I don't believe you."

"Then you're a fool, the evidence is all around you."

"Like what?"

"To see it you have to read between the lines of what they say."

"What does that even mean?"

"You're so naïve. Very well, you want hard evidence" He said walking over to the still opened file cabinet and pulling out a file "Here you are, read this and look me in the eyes and tell me the government isn't hiding something from you." He said throwing to the ground by Flares feet, the restraints on his wrists disappeared and his first instinct was to attack him, but he decided against it in favor of seeing whatever was in the file.

At the top of the file there was a large dark red stamp that read, 'Code-S7 Classified Above Top-Secret' below it a handwritten message read, 'EYES ONLY this file and any or all of its contents are never to be uploaded to any database, computer, or networking system under punishment of immediate dishonorable discharge and possible execution.' And below that there was the title. It read 'Project Phoenix'.

:.:Meanwhile:.:

Gear had managed to sneak through the compound to the building that was supposed to hold the central database, the door was unlocked and he had no trouble getting in, there didn't seem to be any security cameras or anything.

"If this is the database then this is going to be a piece of cake." He thought to himself, though it did seem suspicious that such an important room would be left unguarded, he went in with caution. He peered around a corner and there was a fairly small room with a large computer in the center, there were a few stations to operate the computer but nobody was in them. He went over and hacked the system, the data was encrypted, but not in a way complex enough to fool gear's computer. A few minutes later he was about half way done downloading and felt something very large and heavy hit him over the back of the head, before he realized what had happened he was on the ground, he looked up to see the blurred outline of someone standing there with some sort of club in his hand, that was all he saw before he passed out.

Shadow and Rouge had made it in to the large dome building, which was one continuous circular hallway which circled a large opening in the center. After discreetly sneaking past the few people that were stationed in the hallway they came to an opening that led into the large room in the center, as expected there was a large machine there. Whatever it was that Eggman and Devarius had been talking about this was very likely it. But, also as expected, it was heavily guarded, by both humans who were wearing the Dead Angels uniforms, and Robots bearing Eggmans insignia. There was no cover and no way to get close enough to the machine to find out what it was that way, they were going to have to find a computer terminal to access it and find out what they could about it. They moved past the opening and at the end of the hall there was a small deserted room with some computers in it. They entered and started searching it to find out what the machine was and how it worked, rouge was searching for any information they might have about the Locust Bots. Each working on their own terminal Rouge was the first to find something.

"Oh my god." She said as she stared at the screen in disbelief, luckily she was able to find some schematics for the Locust Bots. "Shadow, the Locust Bots aren't a new kind of small infantry type robot, there like 50-ton war machines, these things are huge, the schematics say they're 50 feet tall, these things are bigger than most buildings, and take a look at the weapons list." She said, Shadow temporarily abandoning his post to look at what she was talking about. "Twin "Hell-Fire" laser canons, a deployable Anti-Air Flak Laser Gun, a backup "Earthshaker" Magnetic Shockwave launcher, deployable Gatling gun Turrets. All backed up with 6 foot-thick reinforced steel armor."

"The little of that I understood didn't sound good, I've almost got what the machines purpose is, getting to it is too risky, let's just see what Gear and Flare have got, then we need to get out of here before someone co… ARGHH" he screamed as two high voltage tazer prongs were shot into his back, making all the muscles in his body twitch violently, and knocking him out almost instantly, before Rouge could do anything the same was done to her.

:.:Back at Devarius's Office:.:

Flare opened the cover of the file and began to read what was on the first page.

It read, 'It has come to the attention of the Military that many of the various species of creatures in our society have exerted many special abilities and strengths, it is our opinion that these can be used to our advantage. Those that show special abilities, be they supernatural or skillful, are an extremely efficient means of dealing with unorthodox enemies and situations such as the exploits of Dr. Robotnik (A.K.A. Eggman), which are growing in number rapidly, as of yet we have seen Hedgehogs, Foxes, Echidnas, Cats, Chameleons, Alligators, Bees, and many others which have shown such talents and have used them in life or death situations before. These have been codenamed S-Units.

Known S-Units:

Name: Shadow the Hedgehog

Aliases: The Ultimate Lifeform

Origin: He was a biological experiment made on the Space Colony ARK about 50 years ago designed as "The Ultimate Lifeform" with part of his genetics coming from the Black Arms aliens led by Black Doom who attacked us several months ago, but was stopped by Shadow. He has since more than lived up to that title of "Ultimate Lifeform", he is one of the few S-Units working with us at the moment.

Even before the arrival and exploits of Sonic the Hedgehog (followed shortly thereafter by his two tailed little fox friend Tails and his semi-enemy semi-friend Knuckles the Echidna) Shadow had been a source of conflict aboard the Ark and was the original S-Unit. This document was created shortly after he was captured by us a few years after his creation.

After reading this Flare was completely surprised. Shadow was a genetically engineered "Ultimate Lifeform" he was 50 years old and half alien? Honestly he hadn't seen it coming.

The list went on describing many other "S-Units", most of which he skipped over due to the fact that he honestly didn't much care about them. He only stopped on Knuckles's because they were both Echidnas and he had hoped maybe the brief dossier on him might reveal something he didn't know, but to no avail.

He also stopped on Rouge's

Name: Rouge the Bat

Aliases: Due to her career as a criminal, there are likely to be several, but we know of none.

Origin: Unknown

Former master jewel thief, once caught was cooperative and agreed to join, was the first S-Unit employed (Shadow had escaped us and didn't join for a while later). While she has no supernatural abilities, her skills as a master criminal have made here very sly and very adept for espionage missions.

A former jewel thief!? There was obviously a lot about Shadow and Rouge he didn't know.

A few more pages of brief descriptions and he came to the final section titled "Little Known S-Units" which detailed all the others they needed more information on or were still working on how to go about grabbing them. The first name grabbed his attention.

Name: Gear the Fox

Aliases: Dead Eye (literally), 2-Face (literally), and Scorch

Origin: A small suburb of Soleanna.

We know that he currently works as an assassin, he doesn't appear to have any powers, but like Rouge, his skills in his trade are far more than sufficient for his duties. We are currently tracking him but he is proving much more elusive than initially expected, we don't suspect he knows of us tracking him, but merely it is part of his job to be difficult to track. And he is VERY good at his job.

Flare looked down several more of the small summaries; this document had obviously been updated since its creation which Flare assumed was 50 years ago around the time of the creation of Shadow, many of the summaries had small notes written below them such as "Proving difficult to catch" "Too reckless to be a viable candidate." , and "Has since deceased." All the other little known S-Units had such marks below them, most of which said deceased. After a little while he started merely reading the updates below the summaries instead of the summary titles themselves, after a few seconds he came to the last one, which had a message below it, but did not say deceased, it said "Recently Captured."

He looked up to see Flare the Echidna as the title of the final summary. He read this one very intently.

Name: Flare the Echidna

Aliases: None

Origin: Unknown

Discovered a few years ago, was originally thought to be one member of a larger clan, possible implications for repopulation of the Echidna species (which had long thought to have ended with Knuckles) after several weeks of study no other Echidnas were seen leading us to believe he may have been stranded there, or banished from another island, but all surrounding islands were either populated by humans, or nobody, and searches proved no hidden colonies of Echidna survivors. How he ended up there is a mystery, one thing we do know is that he is one of the rare "Elementals" (as described above in the dossier of "Blaze the Cat"), he is also a wielder of Fire, he seems to have enlarged power over it, and control over it, we have no ideas as to why. Further study needed.

Update: More information has come through, as it turns out Flare's family (along with several other families of Echidna survivors) had been murdered several years prior to our discovery of him. The island (Avalon) which he lives on is controlled by a fringe group of terrorists known as "The Dead Angels" who thought that his people were simply freeloaders living on their land; he was not killed only because he fought back using fire to kill all the members who ventured on to the island. Once they discovered his value to us, they offered the land up to us for a price (also to several other organizations of various illicit activities such as Organized Crime, Extortion, and Drug and Human trafficking, all bidding for the rights to have this seemingly nearly unstoppable power at their disposal), once it became clear that the other organizations were out-bidding us we went down and established a base there as bait for him and sent our two other S-Units to bring him in, the plan worked perfectly. Due to the events that happened to him regarding the deaths of his parents and friends when he was young, it is speculated that he may have sustained some mental diseases such as PTSD (Post Traumatic Stress Disorder), recommend mental evaluation and therapy as needed.

Side Note: We are getting close to catching up with Gear.

"Mental Diseases!? I don't have any freaking mental diseases, I'm perfectly fine damnit!" he thought angrily to himself, but he soon forgot about that as his attention turned back to what was mentioned before "But… I never knew it was the Dead Angels who had killed them. And the whole island thing was just bait for me? There's so much they lied to us about, I wonder if Shadow and Rouge even knew."

"Now do you see what I mean?" Asked Sorthyx who had remained there patiently waiting for Flare to finish reading. Flare still couldn't shake the feeling that he had heard his voice before from somewhere.

Before Flare could respond the door burst open and several Dead Angels came in followed by Shadow, Rouge, and Gear, who were handcuffed behind their backs followed by Devarius who obviously had yet to be informed of everything that was going on.

"We cought these 3 sneaking around the base, these two were downloading data regarding the locusts, and this one was hacking our central mainframe." One of them said

Devarius looked at them for a few seconds (nobody noticing Flare and Sorthyx somehow).

"Hey, you look like those little… whatever you call it's that attacked Eggmans base a few days ago. So… thought you could steal from us and get away with it."

"Yeah pretty much." Said Gear, who had apparently forgotten what happened to him last time he answered that question that way.

"You are way too cocky for your own good." Devarius said to Gear who then kneeled down to his level and grabbed him by throat "and you have NO idea how close you are to getting what little is left of your face blown off with a shotgun you little freak."

Gear said nothing.

"Nothing to say now? Good, keep it that way."

Gear spat in his face. Devarius raised his hand as if to backhand him in the face, his eyes furious, but as he was about to hit Gear, he moved his hand and wiped his face with it, released Gear and stood up, turning his back on him. He was about to say something but now that he was turned around he noticed Sorthyx and Flare.

"Sorthyx? What are you doing up here? And who is that?" he said pointing at Flare.

"This, is the one we have been waiting for."

"What!? Oh, I see, the government made you an agent and you're here with these ones." He said pointing at Shadow Rouge and Gear. "I would never had figured you would have accepted the offer. How foolish of you."

"I was just finishing explaining that to him" he said shifting his gaze back to Flare "Did you know your entire life as you know it, was up to the highest bidder? That people have been trying to manipulate and control you for years."

"Don't listen to him Flare!" Rouge shouted

"How about it, I'm trying to help you Flare, don't let yourself be controlled, don't let yourself be less than you can be. Help us, help you." Sorthyx said

"This one HAS proven to be an excellent pawn for those who control him, how about joining us where we will treat you as an equal, and respect you for your powers, not try you control you and take advantage of you like those idiots back in the GUN buildings think they can." Devarius continued.

"He would never make a deal with YOU." Rouge shouted

Devarius sighed and placed his hand on his chin "I perfectly understand if you don't want to speak about this with your friends present, we can "send them away" and then we can speak openly."

Flare looked around pensively for a moment "No" he said "I think they should be here for what I have to say."

Flare…?" Rouge asked in a saddened voice.

Flare got up and walked to the other side of the room slowly, still looking around pensively, until he was behind Gear, Shadow, and Rouge. He stuck out his index and middle finger as he had done in Eggmans base to use as a focus point to fire blasts of concentrated fire like bullets and aimed it at Shadows back. From where Devarius and Sorthyx were it looked like he was about to kill Shadow.

"Yes, break your chains Flare, don't be a pawn, make your own choices."

"Oh I'm going to break some chains alright, but not my own." And with that he fired, but Shadow did not fall to the ground, in fact he looked as if he had not been hit at all. Because if they had been in a position as to see what Flare was actually aiming at, they would have seen that he was actually aiming down at the chain between Shadows handcuffs. The highly concentrated blast of fire severed the chains instantly. After a second they noticed what he had done.

"You idiot!" Sorthyx screamed "You're going to let them control you!? Fine then, we can do things your way."

"You have given me quite a lot to think about ill say that, but what I will do about it is my own business, these three I trust, somebody who's working for he organization that killed my parents and almost killed me, I don't trust so much."

"Now I remember the voice... it's Mephiles!" Shadow yelled

"Mephiles!?" Flare shouted

"Mephiles??" Devarius, Gear, and Rouge said all at the same time.

"Shadow… it took you THAT long to remember? I thought I mattered more to you." He said in a tauntingly fake tone, he took off his robe and even though Shadow had described Mephiles to him it was still a bit of a shock, he was dark black mostly with the same fur patterns as Shadow, but wherever Shadow was red he was crystalline white, the ends of his quills and hands were covered with crystals (which looked very sharp) and his feet seemed like just two large chunks of crystal, but the most frightening part was his eyes, bright blood red, outlined with rims of black, and pupils of poison green. He was perhaps the scariest thing Flare had ever seen. But the odd thing was, he seemed to have no mouth, or nose. But hadn't he just been talking for the past 10 minutes?

Taking advantage of the momentary cease in the action Flare did the same to Rouge and Gears cuffs. The Dead Angel agent who had the taser gun pointed it at Flare and fired, before he could react he had been hit and was in much the same state that Shadow had been in, he was almost about to pass out and he would have if Gear hadn't jumped and tackled the agent to the ground. And with that the chaos started.

With everyone distracted by what Gear had done Mephiles began charging an attack, seeing this Shadow jumped on him both of them falling to the ground trying to kick and punch each other, Shadow obviously winning, Devarius took out a large revolver and pointed it Gear but it was kicked out of his hands by Rouge, the Agent had wrestled free of Gear and was scrambling to get back to his taser gun which lay on the ground some 10 feet away, but was stopped by Gear who was also trying to get to the gun. The revolver which Rouge had kicked out of Devarius's hands landed near Mephiles, guns weren't his style but he needed something to give him an edge over Shadow, who was clearly a much better fighter that he. He kicked Shadow off, the crystals on his feet leaving some small scratches across Shadow's chest he reached out and snatched the gun pointing it at Shadow and firing, Shadow barely got out of the way in time, if Mephiles had known how to aim for shit he probably would have hit Shadow and killed him. Before he could fire again Shadow was already trying to wrestle the gun from him, which wasn't very hard, once Shadow had the gun he shot Mephiles in the head with it, which he simply laughed off, Shadow remembered then that guns didn't hurt him, hell Omega had practically mowed him down with his Gatling Guns and it only caused him to fall back into the ground laughing maniacly. Gear had managed to get to the taser gun but when he fired it he misses and hit Shadow, Gear turned off the gun almost immediately (Shadow was still pretty pissed though) but it had caused Shadow to let go of the gun throwing it across the room and landing at Flares feet, he picked it up but frankly, he never liked guns, but it seemed like he was going to have to use one now. He aimed it at the Agent who Gear was still fighting with and fired, it hit him in the chest, but due to the strength behind the bullet since revolvers are very powerful guns, it still killed him instantly. Despite being more than a little shaken about having just taken someone's life he aimed the gun at Devarius (who was fighting with Rouge) but was afraid of hitting Rouge since she wasn't nearly as separated from Devarius as the agent had been from Gear. But now that Gear was able to maneuver he took a small pistol which they had missed when they took all his guns out of one of his boot and fired it hitting Devarius square in the shoulder, they wanted to bring him in alive not kill him. Now everybody turned their attention to Mephiles.

He was backed up in the corner surrounded, but instead of seeming scared or defeated, he seemed confident and cocky about what should have been a defeating moment for him. He began to clap slowly.

"So, you were able to defeat those idiots over there, well I applaud you for that." He said tauntingly.

"Give up Mephiles, it's over." Gear said

"Oh it's far from over, it's only just begun." He said as he raised up his hands, the crystals on his hands beginning to glow. As he brought his hands down several blue waves of energy flew out like he had done in the desert temple, causing the same effect of sending everybody back about 10 feet, when they got up he had disappeared.

"Where'd he go!?" Gear shouted, everybody still staring at the spot where he had been, so that nobody noticed Mephiles rising out of the ground behind them. By the time they began to look around the room Mephiles had already charged up the attack that he had begun to charge as the fight started. Flare turned around to see the same beam that had killed Sonic fly right through his chest, Flare was kept suspended in the air for a few seconds as the beam continued to fly through Flares chest. Once Everybody had seen what had happened Mephiles let the beam go, causing Flare to fall to the ground with a hard thud.

"YOU BASTARD!" Shadow screamed lunging at him just to fly through a cloud of purple mist as Mephiles disintegrated again and disappeared, this time not coming back, his sick twisted laugh echoing through the room as he dissapeared.

After they all gathered around Flares body, to their surprise, he wasn't dead! He had somehow only been knocked out, not killed.

"Mephiles must have put less energy into the beam, which must mean he didn't want to kill Flare, which means he needs Flare for something." Shadow surmised

"That stands to reason, but what could he want Flare for?" Rouge asked

"Maybe… the last icon WAS Flare, wasn't the legend and Echidna legend, and didn't it say if anybody got control of the icons they would have control of the Elements, and he just happens to be both an Echidna AND an Elemental." Gear said

"Maybe that's it! Well if that's the case we can't leave him here, that would be giving them what they need, not that we were planning to leave him here anyway." Shadow said

While they were talking nobody noticed Devarius crawling over to his desk, he pressed a button on an intercom machine and yelled "GUARDS GET IN HERE." Into it Gear took out a small pistol and shot the device, breaking it instantly, but the message had already gone out. Shadow and rouge quickly locked and barricaded the doors, but within 30 seconds there were large knocks on the door and the sounds of no less than 30 voices outside.

"Shit, we can't fight THAT many, we need to get out of here now, Shadow, Chaos Control?"

"I don't have an Emerald!"

"Don't you always carry one on missions?"

"Yeah, but when they captured me they took it."

"Who did?"

"The guy with the taser gun I think."

They both paused and looked over at the corpse of the man with the taser gun, he actually turned out to still be barely alive, once he heard them talking about it he took a last ditch effort to keep it from them and threw it out the window, using the last of his energy and dieing. Shadow looked out the window and saw that the Emerald hadn't shattered thankfully. The guards outside all broke down the doors just as the three of them jumped out the window and once Shadow had the Emerald in hand he shouted.

"Chaos Control!" and before they knew it, they were back in Brockstons office (who was in the middle of working on some paperwork and was nearly scared to death to see them pop in like that).

"BAHHH" he screamed "Next time tell me over the mics that you're about to do that okay?"

"Okay, but we needed to get out of there fast, let us explain."

"Can I ask a question first?"

"Okay."

"Where is Flare?"

Shadow looked over and noticed Flare wasn't there.

"Gear! I thought you had him!" Shadow Shouted

"I thought Rouge had him!" Gear Shouted

"I thought Shadow had him!" She retorted

Brockston sighed heavily "Is this REALLY our elite fighting force?"

"Hey we were in a very life or death moment and we needed to act fast, if you had been there you would understand." Gear said

"Oh I'm sure I would." He said sarcastically "Now how about we sit down and you three explain what happened."

"Gladly" Shadow said

He went on to explain in its entirety all that had happened at the compound. About an hour and a half later he was done (he spared no detail).

"Well god damnit you guys, if you're right and Flare really is the last icon then we delivered the one thing they needed straight to their headquarters, why didn't you just tie him up yourselves?"

"We did our best!" Gear shouted

"Well you were hired here for better than what you say your best is. And the worst part is we can't do a damn thing about it now."

"Why not, I'm ready to go back and get him back right now." Shadow said

"It's not that simple anymore. When we were going over the last of the data from Eggmans base we found plans for a joint attack by Eggman and Devarius, vaguely scheduled for 2 days from now."

"2 DAYS!"

"Exactly our reaction, we alerted the public and full scale evacuations are under way, with any luck we will be able to get everyone evacuated and at least be somewhat prepared for them, but we don't know exactly when they are going to be able to make this attack, it could be in 2 days, it could be in 2 minutes. We can't take the chance of you not being here during the attack, were going to need you more than ever now. This is going to be street fighting so tactics will be almost totally irrelevant, all the troops need are leaders to lead them into battle, that's where you come in, you are by far the best fighters, if they'll follow anyone it will be you. Since we will have terrain on our side, at least be mildly prepared for them, and our new upgraded city defense systems coordinating everything for us, we stand a fairly good chance of winning. As long as we have all that, we should win, and then we can get Flare back. We'll just have to hope he can either break out on his own, or survive until we can get to him. May God help us. Oh and did you manage to get any Intel on the Locusts or the Machine?"

Shadow and Rouge were about to say no when Gear cut them off.

"Yes we did." He said

"We did?" Shadow asked

"Yes, I almost forgot, I was in the middle of the download when I got knocked out, but being knocked out didn't stop my computer from downloading, by the time I woke up I had downloaded their entire database."

"That's fantastic news! We'll upload it straight away and get every available man analyzing it, there's no time to lose." Brockston said getting up and leaving the room dragging Gear a long behind him.

Shadow got up and looked out the window, he saw the freeways clogged with traffic of people trying to get out of the city, he looked back out the way of the desert, which now he sun was setting over, and sighed.

"I hope Flares all right."

"He can take care of himself." Rouge said

"Not when he's knocked out I don't think, and who knows, maybe Mephiles wants him for something else, maybe he just wants to kill him personally, he could already be dead."

"Well we'll just have to hope he's ok, I'm sure he'll be fine."

"Remember what he said before we got into that brawl, about Mephiles being with the organization that killed his parents, well… that means, whatever this is all about it has something to do with whatever happened to him so long ago."

"But he never told us specifically what happened."

"Well then we can…"

"We can go back in time using Chaos Control and see it for ourselves."

"Yeah! That's a great idea. But let's wait for Gear, he wants to know what happened to Flare so badly, let's show him."


	9. Dead on λrrival

The 30 or so guards burst into the room after finally breaking the locks just in time to see Shadow Rouge and Gear jump out the window and Chaos Control out of there.

"Go ahead and run you 3-foot tall little freaks!" one of them screamed as they left.

"Somebody get a medic in here! Devarius has been shot!"

"I'm fine you idiots, it's not the first time I've been shot, I'll deal with this later. We have more important things to deal with." He said pointing to the still unconscious form of Flare on the ground.

"Hey, isn't that the"

"Yes, it is."

"But he's the"

"Yes I know!" Devarius cut him off "Just throw him in there with the others until he wakes up, then we'll deal with him. And somebody find me Mephi…Sorthyx I mean, he has some explaining to do."

Two of the guards went over and picked Flare up by his arms and dragged him to another building not that far away which held a few holding cells in it, they were not unlike what one would expect a solitary confinement cell to look like in a prison, it was, in a very literal sense, a steel box with a door. It was fairly large though. There was a light hanging from the ceiling flickering lightly as the door was opened and he was tossed rather harshly into the cell and the door closed behind him.

"Flare?" said a voice that if Flare had been conscious, would have been a very familiar voice to him.

:.:GUN Compound, several hours later:.:

Gear and Brockston had met back up with Shadow and Rouge, and they had explained their theory of whatever that happened to Flare years ago might actually be of some very important significance. Gear seemed to like the idea but Brockston was less enthusiastic.

"Do you REALLY think this has that much significance?" He asked

"It very well might." Shadow replied

"Okay but is there any other way to do this?"

"I don't think so, why does it matter so much, we can just come back to one second after we left, so it won't waste any time."

"It's not that I'm worried about, I just don't want to go screwing around with time again, from what you described to me about what happened last time all we got was an extremely confusing time paradox which erased itself and nobody should be able to remember what happened, in my book that means we got off easy, for all we know doing this all again could lead do the destruction of the universe, which reminds me to ask you, how do _you_ remember what happened then?"

"Oh that, that was simple, you see we"

"We don't have time for this." Rouge cut him off "We can explain that later."

Brockston sighed "Fine, if you really think this is necessary you'd better do it quickly and get it over with. But just remember to not under any circumstances interfere with anything, he obviously survived whatever happened to him without help, if you try and help him it might alter the past and I don't want to go down THAT road again."

"You don't have to worry about us."

"Yes, as a matter of fact, I do."

Shadow took out an Emerald and raised it to the sky, after he said Chaos Control it began to flicker brightly and a large circular blue portal opened. Shadow, Rouge, and Gear jumped through.

:.: 8 years ago:.:

The three came out of the portal and landed on the beach at Avalon, it was night and the sky was clear and you could see all the stars out, the moon reflected an iridescent glow off of the water, the dark shadowy forms of several large rocks extending 20 feet high out of the ocean shown far off in the distance. They looked around and Shadow and Rouge noticed that this was the spot where his shack had been when they came here the first time, but here was nothing, and no paths leading back into the forest.

With no leads as to where to go they simply walked straight into the forest, at night it was dark and cold, yet at the same time serene. After wandering around the forest for about 15 minutes they started to see lights emanating from a clearing in the forest. They approached it and crouched down beneath some bushes so that they could see over the top. There were 4 large huts made out of some sort of adobe like material. In the center of the clearing there was a large fire going. To the right side of it there were several adult Echidnas, they were all eating or talking amongst each other, wearing traditional tribal Echidna clothing similar to what Tikal wore. On the other side there were several 6 or 7 children playing around. After looking at them for a few minutes they finally spotted Flare. He had the same fur patterns but he was only about half the height they knew him as. There was something else different about him but they couldn't tell just what, but after thinking it over for a second they realized that it was because there was no scar on his face.

After a few minutes he and a female Echidna who was light blue all over walked over to where the adults were. Just based on the fur patterns you could make a pretty good guess who were the parents of who. Flare's father was the same dark yellow color that Flare mostly was, he was tall as far as Echidnas go and had a gruff, unsympathetic look on his face while he was talking, his mother was a bright yellow color but like him had some patches of red throughout her fur, she seems much more happy and enthusiastic as she talked. Due to the fire and the other children they couldn't make out what was being said, but they could hear his voice, it was almost comical just how much lighter it was than what they were used to.

"Be back soon." Flares mother called out to him as he and the blue echidna went out into the forest, walking so close to where Shadow, Rouge, and Gear were that if he had looked over he probably would've seen them. Fortunately he didn't.

"Letting a boy and girl go out together, at night, alone. Not exactly the best parenting skills." Gear said.

"Gear, he's 9 right now, somehow I don't think that's what's on his mind." Shadow said.

They followed him closely and before long they were out on a grassy hill overlooking the shoreline. Flare and the other one sat down and looked out over the ocean and started talking, you could see the mainland and the coastal cities were lit up completely. They moved closer so they could hear what was being said.

"That world, it seems so beautiful from here, I wonder what its like." The female Echidna said.

"I don't know, but it sure looks neat." Flare said.

"Do you think we'll ever get to go there?"

"I hope so; I'd like to see what it's like there."

"I don't think they'll ever let us leave the island though, and even if we could how could we get there?"

"We could find a way, I want to see what life is like there at least once, this island is too small, I want to see the world."

"Maybe the world wants to see what it's like over here."

"Do you think the people there would like us?"

"I'm sure they would, I mean, why would they want to hurt us?"

A loud gunshot rang out coming from the area of the small village startling Flare and the other Echidna.

"What the heck was that?" Flare said.

"I don't know, it sounded like it came from the village though."

"Well then let's get back there and see what happened, something bad might have happened."

Shadow wondered why they were so puzzled about a gunshot, then he realized they probably had never encountered guns before, which meant that somebody else was here on the island! Flare and the Echidna started running back towards the village, Shadow Rouge and Gear following closely behind.

Flare and the Echidna kneeled down at the edge of the clearing like Shadow, Rouge, and Gear had been doing. They followed close behind but kneeled behind a different bush out of the sight range of Flare.

In the clearing there were several men, each holding a sub-machine gun, except for one who was in the center, he was a tall slim man, he had a black fedora on and wore a black suit very similar to the one Devarius wore, he only held a short .357 magnum revolver. All the other Echidnas were lined up at gunpoint facing the man with the magnum.

"There, now that I have your attention I can do what I was sent here to do."He said

"What do you want!?" one of the Echidnas shouted.

"I was getting to that, my name is Talec, and we are here because we want one of the children, a specific one, and he would have dark yellow fur with patches of red, now we know he lives here but I don't see him here. Tell us where he is." He said.

"Why do we want a kid Talec?" one of the other men said.

"We went over this already, Devarius's "advisor" says this one is going to discover his elemental powers soon, we capture him and use Eggman's machine to copy the powers into our armies, then tell the G.U.N. about him and sell him off. A few weeks later Eggman is going to send us his armies, then we attack and the G.U.N. stronghold, they'll be riding all their bets on their elemental, but even though he will still have his powers, he won't be able to fight off an army of elementals with his same powers, we'll overthrow the G.U.N. then the world."

"Devarius was behind this, that's what his plans are!?" Shadow thought

"How do we know the kid is going to be an Elemental, aren't they like one in a billion?"

"Rarer than that, but Devarius trusts the guy who says the kid is going to be one."

"I don't think the G.U.N. is going to like this whole thing were doing here though."

"They won't care at all how we get him; as long as they end up with him they'll be satisfied. But if you really think so we can make up some story about why we came here. Now, Back to what we were doing. One of you tell me where he is now or things are going to get very messy, very quickly."

"Even if we knew where he was right now we wouldn't tell you." Flares father said, a look of sheer defiance on his face.

The man walked up to him slowly and crouched down. "What's your name?" Talec asked

"Thorn."

"Well, Thorn, are you afraid of dying?"

"Not in the least."

"Good" he said getting up and turning around to his men "he dies first."

Several of the men advanced on him, their guns trained on his head. But before they could fire he jumped back and grabbed one of them by the arm, he swung him around and threw him into one of the other men, causing them both to drop their guns, one of them firing a burst of shots as it landed. The last one standing fired his gun at Thorn, who sidestepped the shots and picked up one of the guns off the ground and shot it at him, hitting him in the chest. Just as he turned around to Talec he shot his magnum at Thorn, hitting him in the leg, he fell over gripping at the spot where he had been hit, he accidentally dropped the sub-machine gun he had been holding while doing this. He reached over to pick it up off the ground but Talec ran over and kicked the gun away and fired the rest of his clip directly into Thorn rapidly. Thorn was dead before the man was finished reloading.

"Well he was surprisingly adept at shooting. Anyone else want to be a hero?" Talec said

Flare was unable to take it anymore, he got up and tried to jump out at the man but was held back by the other echidna.

"Flare what are you doing!?" she whispered to him

"Let me go Nasai, I'm going to kill that man, if it's the last thing I do."

"What makes you think youll be able to do any better than your dad?"

"I have to try, for god sakes he just killed my dad I have to do SOMETHING."

"Didn't you hear what he said, they are going to use you to take over the world, they're going to destroy the place we've always wanted to go if you let them get you, do you want your dad to have died in vain?"

Flare sat back down, still secretly wanting nothing more than to jump out and rip that man's head clean off his shoulders.

"Now I'm losing my patience!" Talec shouted "If one of you won't tell me where he is I'll just have to see if the sound of lots of guns going off brings him here."

Nobody said anything. He walked down the line of them waving his gun around slowly.

"Come on don't be shy. You" he said pointing at the one who looked like Flares mother" you look sort of like the one were after, I'm guessing you're his mother right?"

"Y- Yes." She barely stammered out, obviously still in shock over the death of her husband.

"Are you going to tell us where he is, or am I going to have to kill you too?"

"I…he…uh…you"

"We already told y" one of the Echidnas started to say

"I DIDN'T ASK_ YOU_ ONE DAMN THING!" He cut him off "Now, you were saying." Talec said turning back to her.

"We-We don't know… where he is."

Talec sighed "Well then in that case you're all of no use to me." He said, taking out a small metal case and opening it. He pulled out a cigarette and put the case back in his pocket, then pulled out a small lighter and lit up his cigarette, turning his back on them and walking away, before he put the lighter back he held it up as he walked past one of the houses, holding so that it caught the thatched roof of the house on fire. He signaled the others to do the same and within seconds all the houses were burning to the ground.

"If he's going to be a fire elemental, let's get him acquainted with fire." He said in reference to the burning buildings. "We have no use for these animals now, kill them."

"NO WAIT!" Flares mother screamed

Talec motioned for his men to do so and he listened.

"We do know where he is." She lied "He's already discovered his, uhhh fire powers, and he's out in the mountains training with them. If you kill us he'll get a terrible vengeance on you, I'm warning you." She continued, even though she had no idea what they meant by "fire powers".

"Oh, you really are a terrible liar. Well fine then, I'll play along, I won't kill you if you give me 5 good reasons why I shouldn't. Counting the whole "terrible vengeance" bull-shit I guess you're at one. 4 more."

"We didn't do anything."

"Ok ill accept that, 3 more, keep going."

"Killing us wouldn't help you."

"Ok I'll give you that one too. 2 more."

"Well we also…uhhmm, we, well we" she was cut off by Talec pulling out his gun and firing it, hitting one of the others square in the head, and falling over dead.

"You-you said" she started to say

"Oh I'm sorry, did I break your concentration? I truly apologize please, continue."

She was speechless at all that had happened.

"Oh, oh I understand, you were finished, well I'm sorry to tell you but that wasn't 5 reasons. Now YOU will see what happens, when I lay _my_ vengeance upon you." He said raising his gun and shooting her as all his men raised theirs and opened fire on all the others, a few screams managed to be shouted out before they all died, they spared 2 of the children but the others were ruthlessly shot.

"Should we kill these kids?" one of them asked

"Nah, maybe we can use them as bait or something." Talec replied

Shadow looked over at Flare, his expression one of pure anger and rage, then it shifted, his eyes went blank and his head dropped down, he almost slumped over. He slowly raised his head back up and slowly opened his eyes. There was nothing but pure flame behind them, just like they had seen him at Eggmans base. He jumped out and grabbed one by the neck and rammed him to the ground, a blast of flame shooting out from his hand and searing straight through his skull, killing him instantly. The others noticed him there and fired at him, one of the bullets hitting him in leg.

"Don't shoot him you idiots, we need him alive!" Talec shouted

The shot to his leg didn't seem to hinder him at all, he jetted across the clearing and grabbed the one who had shot him by the throat and a long spear of flame shot through his head the way he had killed the other man, but this time he pulled the spear out and held it like a sword.

He dashed over using flame to propel him and sliced one of the men up the middle, he jumped back and saw there were 4 left, 3 men and Talec. He threw the sword at one of the men, hitting him in the chest and remaining there for a few seconds before dissipating, the man falling over dead, then he looked at Talec, even through the fire you could see the look of pure rage on his face.

"Well look who decided to show up." Talec said "You're a little late, but your just in time for the funerals."

"SHUT THE HELL UP YOU RAT-BASTARD." He screamed

While he was focused on Talec he didn't notice one of the men running back into the forest and taking the two other echidna children with him, holding them at gunpoint. That left just one man and Talec against Flare.

Flare flew across and sliced the man through the center diagonally with a blast of flame, Talec took advantage of Flare's distraction and took out a knife. As Flare turned around Talec threw himself at Flare, jamming the knife in the right side of his face. Flare let out a long, agonizing scream as Talec slowly pulled the knife down through his face, as he pulled the knife out it was covered in blood. Flare fell over backwards and clutched at his face, the wound was bleeding profusely and covering his gloves in blood.

Shadow saw Nasai watch in horror as he seemed to bleed to death; she didn't see the man who had run off sneak up behind her. She noticed a noise behind her and turned around to see him smash the butt of his gun across her face, knocking her out, he dragged her unconscious body off with still bringing the other 2 echidnas along at gunpoint he retreated back into the forest probably to a boat or whatever they had gotten onto the island with.

He opened his eyes and saw Talec lunge at him with the knife again, he rolled to the side and dodged the attack, he got up slowly swaying as he did, probably from blood loss or loss of energy after having used so much killing the men. Talec got up and situated himself to attack Flare again. Flare only had enough energy for one more attack, he raised his hand and tried to fire a blast but couldn't, he keep trying but he was too low on energy. Talec started running towards him again, in a seemingly last ditch effort he put his two fingers together and tried to blast him one last time, amazingly the tips of his fingers managed to be a good enough focal point to gather what little energy he had left. He fired one last blast with Talec no more than 5 feet away, the blast hit him square between the eyes, he fell over dead.

Flare fell over unconscious, the houses still burning to the ground in the background, and the area littered with bodies both echidna and human.

"Jesus Christ!" Shadow said, the first one to break the silence after seeing that all.

"Knowing that he was going to survive it all didn't make it any easier to watch. Well at least we know why he didn't want to talk about it, if I had gone through something like that I would never want to think about it again. His parents, his friends… how could they do that so senselessly?" Rouge said in a depressed tone.

"How the hell did he keep fighting after being sliced across the face like that?" Gear asked.

"Well he has proven to be resilient before." Shadow replied

"I'm being serious, there shouldn't be any way someone could take that kind of a hit and keep fighting, that's just unnatural. There's something really odd about him and I'm going to find out what it is."

"Well who knows, but remember what Talec said, he basically explained Devarius's entire plot, but it had nothing to do with an ancient legend, or anything to do with there being other people they were after, they only wanted Flare."

"Maybe the whole legend thing was a trick for Eggman."

"Yeah, did you see that guy who ran off, he came back and took that other echidna Flare had been with."

"Really?" Rouge asked "Well then maybe they made up the legend thing to get Eggman to send them the schematics for the machine, because remember they used the excuse that they had 3 of the 4, or maybe the three they have they are just holding for bait like Talec said."

"Well then for all we know, they might still have his friends there, they could still be alive in the future!" Shadow exclaimed

"Yes, but what do you think he meant by "sell him to the G.U.N." do you think they would really buy Flares entire life like that?"

"That must have been what Mephiles meant by saying that his entire life was up to the highest bidder."

"It's all starting to make sense now, but if Eggman's machine can actually do that, we need to get Flare the hell out of there before they can use it, having him on our side is a great asset, but an army of people with his powers against us would be catastrophic!"

"You're not supposed to be here." Said that same deep, twisted voice they recognized.

They looked over to see the dark crystalline form of Mephiles standing in the center of the clearing next to Flares unconscious body. He had no mouth to show it, but they could tell just by his eyes that there would have been a sick-twisted smile over his face.

"These events don't concern you." He said in a chillingly placid tone. "Why don't you leave to your own time?"

"Mehpiles, how did you get here?" Shadow shouted

"Don't you remember? I can control time, this was a truly fascinating spectacle of my work, I told Devarius to send these men at the precise date and time that they would arrive exactly when he would discover his powers, this little escapade bought me all the time I needed. What you saw was the first use of his powers, quite an interesting spectacle for a first try wouldn't you say?"

"You were the one that sent them here? This was YOU'RE fault?" Gear yelled

"Yes, isn't that what a just said?"

"You son of a bitch, this was low, even for YOU. You didn't have the guts to fight them yourself? You had to send people with guns to do it for you? You're weak; I can't believe we thought you were a threat if you needed help to pull off the most one-sided fight in the world!" Shadow said

"Why should I risk my own safety when I can trick stupid people into doing it for me?"

"I'm going to enjoy killing you." Shadow said

"By all means try, I enjoy a challenge, but I'm sure you'll find your efforts useless, my entire plan has been set in motion and not you nor anyone else could derail it, the only thing left is to get what I need from Flare."

"Why didn't you just take it here, why did you wait for almost a decade?"

"Oh believe me if I could have I would have, but it's not ready yet at _this _point in time. I won't be ready to take what I need until about, oh say, 8 years from now."

"But, that's"

"Exactly." Mephiles cut him off "That all being said I should go, now that hes in my grasp I have everything I need and it's exactly where I want it." And with that he formed a ball of purple energy and rose up into it, disappearing back to the future leaving the three there staring at the place where he had been.

"We need to get back and stop Mephiles now." Gear said

"Right, let's get going."

And with that they Chaos Controlled back to their own time, they dropped down next to Brockston.

"Well, did you find out anything?" he asked

"A lot of things, some of which I'd like to ask _you_ about." Shadow said

"Huh, what?"

"While we were there they talked about you buying the rights to his life, which synced up very closely with something we heard Mephiles talking to him about, is it true?"

"Look, Shadow, in order to" Brockston began to say

"It's a yes or no answer, is it true?"

"Yes, but only because it was the easiest way to get him from them, they were offering him up, it was a chance to get him without having to fight, to have people die. We only did it because it to stop bloodshed."

"That isn't the point at all, did it ever occur to you that he had no idea any of this was going on, people are toying with his entire life without him even realizing it, what gives any of you the right to buy or sell somebody."

"We didn't force him into it, we weren't making him a slave."

"Yes, actually, you did, and basically you were making him a slave and you damn-well knew it."

"Look Shadow, we were trying to do it the best way possible."

"No, that would have been to go down and ask him."

"He would have said no."

"Well then that's the answer you should have accepted."

"I don't know why you're getting angry at _me_ Shadow, I'm not the one who decided any of this. Look we can discuss this later, but there are more important things right now, did you find anything _else_ out?"

"Yes, we found out that the machine, if what they were saying was right, can't actually take his powers away, but they would be able to copy them into their entire army, it would be like sending an entire army of him against us, even if we get him back here if they do that it won't matter anymore. And Mephiles is directly involved in this, there's something he needs from Flare, and now he has him right where he needs him." Shadow summarized

"Everything is falling apart; if we don't do something fast there might not be any way at all to stop this. And with Mephiles involved this whole thing is probably going to get a lot more complex."

Before they could continue a man came out of the G.U.N. building with and ran over.

"Colonel Brockston?" he asked

"Yes." Brockston answered

"We found something very important, you should come take a look at it."

They went inside and into a room that was filled with rows of people at computers, all analyzing the data they had retrieved from the compound. They went to an empty desk where the man had been sitting, the monitor showed the diagrams of the Locust bots that Shadow had found before they were captured.

"These are the Locust bots you mentioned. It appears they aren't just a new type of robotic infantry, it's a complete new war machine."

Brockston studied the diagram intently for a few minutes and then turned away.

"GOD DAMNIT" he shouted knocking over a pile of files in anger "if he has _these… _things, running around the battlefield backing his armies we won't stand a chance, we don't have anything to hurt it, but this damn thing has a gun to repel an attack from every angle imaginable. You" he said pointing at the analyst who had found the documents "study these until you find a weakness, anything you can, and report back to me the second you find something."

"Yes sir." He said nervously and returned back to his computer

Brockston looked back and saw that all the people who had been scanning through the data had stopped to listen to his tirade and were now staring at him.

"Don't you all have work to do!?" he shouted and they all snapped back into typing on their computers.

They all left the room and went back outside, they stopped and looked over the city, which was now at sunset casting a bright purple effect over the sky and giving the city a luminescent background glow to it.

An officer walked by talking to one of his inferiors through a cell phone.

"You, officer, tell me how the evacuation is going and you'd better have good news, im not in a good mood." Brockston ordered

The officer told the person he was speaking to to wait a few minutes and he would call him back and hung up.

"Luckily for you I have very good news, since the attack hasn't started _yet _there isn't any panic and the people have been very cooperative, were proceeding well ahead of schedule, we should have the city almost completely evacuated in 5 hours. Those areas that are already evacuated we are setting up defences." He replied proudly

"What kind of defenses?"

"In the downtown sector since it's all streets and high buildings there it funnels their armies down into rows of about 20 across, in the center of the streets we have barricades set up facing both ends with supply dumps behind the barriers and heavy machine guns set up. Were covering every angle of the street with machine guns and we have enough supplies to last the whole fight, we should be able to fight them off without taking too many losses, the whole center of the city is already finished and were spreading out setting up defenses everywhere as soon as they are evacuated."

"What do you have in the way of heavy arms, I just found out something, were going to need lots of them, deploy everything you can, artillery, rocket launchers, mortars, anything you have, were going to need a lot of heavy artillery."

"I'll inform the troops and get right on it."

"Good, what about hospitals."

"Were having everyone in the hospitals who isn't in any life-threatening danger evacuated, those who are in danger but not too serious are being air-lifted to another hospital, and those who are in the most critical condition are being left here, the entire hospital staff is also staying here, a fully running hospital is going to be very handy in the battle and we've managed to free up a very large amount of space in them."

"Good work, keep it up and make sure the hospitals are have staff ready to take in any injured soldiers."

"I will." And with that the officer took back out his cell phone and began talking to again, as he rounded a corner you could hear him shouting something about artillery.

"Rest up you three" Brockston said "as soon as the attack starts you're going to need to get out there."

"We need to go back and get Flare now, Mephiles told us himself that the only thing he needed was from Flare and he could get it now."

"You can't leave, we need you here, and you're our only hope of taking out the Locusts."

"If we don't then Mephiles will get what he needs, and knowing him that would probably lead to losing more than just the city, more than just the world, his goals are probably the same they were last time, to destroy _everything_."

"I realize your concerns and you can go help him as soon as you're done here but we need you here now."

"But don't you realize that"

"THAT'S AN ORDER SHADOW, I don't want to hear about any more of this, you're staying here, we need you here, and that's final."

"Yes sir." He said contemptuously through clenched teeth.

:.:Back at the Dead Angels Headquarters:.:

Flare awoke in a foggy state of mind; he didn't feel awake at all, more like as if he was awake but in a dream at the same time. He slowly started to remember all that had happened.

Devarius

…

Sorthyx

…

Project Phoenix

…

Mephiles

He remembered all these little parts but couldn't string them together for a few minutes. But then all at once it all hit him like a ton of bricks, the last thing that went through his mind before he had been knocked out was the place he had heard Mephiles's voice from before.

It was the voice he had heard in his nightmares.

"Don't you remember what the humans did to you?" he heard in that same, deep, twisted voice.

Instantly his eyes shot open, he looked around but saw nothing but darkness in every direction. He kept looking around but saw nothing, he looked back where he had been facing originally and saw the dark form of Mephiles standing in front of him.

"Mephiles!"

"Obviously you don't considering your working for them."

"What are you doing, where are we?"

"What happened? You used to be so… angry at them, at everything they took from you."

"…"

"You know Flare, you remind me a lot of somebody."

"Who?"

"You remind me a lot of Shadow."

"Shadow? I have almost nothing in common with him, and will you tell me what's going on here?"

"Really, you don't think you have anything in common with Shadow? Let's examine the similarities, you're both hot-headed, your both powerful, and what else…oh that's right, humans took everything from both of you when you were young, and now your both working for them."

"What do you mean "had everything taken from us"?"

"Oh surely you remember what I'm talking about with you."

"Of course I know what you're talking about, but what do you mean with Shadow?"

"Oh he didn't tell you? Hmmmm, not really all that surprising actually, considering how much he hates you."

"What!? He doesn't hate me, hell he let me move in with him, I've been living with him for weeks, we've been on missions with each other."

"All technicalities, he only tolerates you because he has to work with you, in truth none of them actually care for you at all."

"What makes you so sure?"

"Why do you think they left you behind?"

"They left me behind?"

"Yes, after you were knocked out they dashed out and left, leaving you here with us, they probably made up some story like they forgot you here or something so that if you ever got back they would have an excuse to tell you."

Flare wanted to say something to disprove this but he couldn't think of anything, maybe they actually didn't like him.

"But back to the topic of Shadow, you see when he was young… this would actually be easier to show you then to tell you."

As he said that the blackness all around faded out and slowly the hallways in the Space Colony A.R.K. appeared, there were bright red lights flashing and alarms blaring.

"Where are we?"

"This is Shadows memory of what happened here, this is where he was "born"."

Before Flare could ask any more he saw Shadow running down the hallway holding the hand of a small girl behind him, they were being chased by a group of G.U.N. soldiers who were gaining on them. They got into an observation deck but it was a dead end, they looked back to see the G.U.N. soldiers blocking the exit, one of them raised up a handgun, aimed, and fired.

"Maria!" Shadow screamed

Mephiles snapped his fingers and the entire thing froze then faded back to black.

"You see" Mephiles said "You aren't the only one with a troubled past Flare. Not only did Shadow have everything taken from him, but it was taken by the people he's now working for. You see you and Shadow really aren't all that different. What happened to you two? You should be taking your vengeance on the humans not doing their bidding."

"Well I can't blame all of them for what a few of them did."

"Why not, the truth is the humans are a stupid and violent race."

"I'm not going to kill all of them, I don't even want to, that sounds like something you want to do but you're just too scared to do it yourself."

"Maybe you need a little reminder of what they did to _you_. I can take you back to yours too."

"NO! I remember it fine enough, the last thing I need is to live it again. Look what are you here for what do you want from me."

"Did Shadow ever tell you my story?"

"Yes."

"Well then you know who Iblis is then right?"

"Yes."

"Well here's something you didn't know, just before Iblis was destroyed I used what chaos energy I had absorbed left to separate myself from him, I also managed to save a tiny bit of him and escape to another dimension with it."

"But Shadow told me that he was destroyed, before he was created or something, I don't know it was really confusing but he said that there was no way Iblis could have survived."

"Yes, logically there shouldn't be any way I could have saved him, but that's the problem, time paradoxes aren't logical, and when you add in other dimensions it only makes things worse, I'll be honest with you even I don't fully understand how he survived, but he did."

"So Iblis is still out there?"

"He's alive, but not out there."

"What?"

"When I came back to this dimension he was still alive but only barely, I need a place to incubate him until he was back to his full strength, no synthetic place would do. I needed someone like Blaze, she was able to seal him inside herself because she already had fire in herself, so I needed someone else with fire in them self to seal him this time."

"So…hes…"

"Inside you."

"N-No, there's no way, you have to be joking."

"I don't joke; didn't you ever wonder why you have more power and greater control of it? It's because he's been inside you, having him inside you augmented your powers. And that thing you've done a few times where you lose your mind temporarily and go crazy with power, that is like your version of "Super-Sonic", you're able to do that because there's Chaos energy inside you, it was an unforeseen consequence of fusing him to you, it left you with some Chaos Energy, only a small amount, which is why you can't hold your "Super" form for more than a few minutes and even that tires you out immensely."

"So you're saying my entire life I've been living with this thing inside me?"

"Precisely, but now I need him back, he's fully healed now so I can complete my plan now."

"How are you going to get him back?"

"Using Eggman's machine of course. It's one thing to fuse him to you, but getting you apart I can't do on my own. Don't worry, the machine isn't fully ready yet, there's still a few hours before we use it."

"HOURS!? That's almost nothing!"

"Oh yes that's right, sorry to get your hopes up like that."

"I hate you."

"Yes yes, now wake up, you have a big day ahead of you."

"What do you mean wake up? I'm already up."

"Are you?"

Flare's eyes flew open and he saw that he was in a prison cell; it was metal all over and only had one flickering light at the ceiling. Had that all been a dream?

"Flare?" Said a voice he hadn't heard in a long time

He looked over and saw the light blue echidna he hadn't seen in 8 years.

"Nasai?"


	10. Pitch Black Plague

: Hey it's me, I just wanted to make this to tell you guys on FF thanks for being so patient, this took me quite a bit longer to make than I had thought so to thank you for being so patient I gave you a HUGE chapter to read :D, up until now my biggest shapter was chapter 8, well this is well over twice that long. I just wanted to thank you for being patient and I hope you enjoy this chapter. I also wanted to say that I changed the rating from K+ to T because this chapter gets pretty graphic in some parts. Hope you enjoy:

"The city has been fully evacuated sir; we just finished moving the last citizens out now." An officer said to Colonel Brockston

"Very good, how are the defenses going?"

"The center of town is fully barricaded but the suburbs are too open to be aptly defended, we've turned things like high schools and department building into minor forts for the time being, the schools are so intricate that there are hundreds of places that are perfect for defending with lots of office buildings inside to have the commanders. But unfortunately other than that we've had to more or less abandon the suburbs, though there isn't much there they would want there so it wasn't a big deal. Every place we could or should defend is already set up, now we just wait for them, to come to us."

"Well…at least we have _something_ going well for us."

"Truly inspiring words." The officer said sarcastically, then turned around and got back into the small military car and drove off to somewhere else in the city.

"Jackass" Brockston mumbled under his breath "you three may as well get out there now." he said to the remnants of Phoenix Squad.

"Where do we go?" Shadow asked

"Wherever you feel like, the soldiers have been informed that you are going to be their leaders on the battlefield, they'll take all your orders and follow you into battle. I'd suggest you split up and take command of the different barricade sections but you lead as you see fit."

"Fine" he said "I suppose if we're going to go into a death trap we might as well get it over with."

"It isn't _that_ bad Shadow."

"Really? Last time I checked _you_ were the one rambling on about how much we're screwed, let's see, were going up against a nearly limitless army of robots, and… well that actually just about sums it up. Oh, and the locusts, and were down a member."

"Especially since it's the one who always goes psycho and kills everything conveniently right when were in a pinch." Gear added

"Just get out there!"

Shadow didn't even bother replying, they just Chaos Controlled into the center of the city, the barricades and other defenses were already just about finished so everybody was just hanging out and talking amongst themselves, a few were sleeping but most were just talking with friends, their hands nervously kept on their guns. It was basically a textbook suicide mission and they all knew it.

Everybody took notice that Shadow, Rouge, and Gear had Chaos Controlled in but they had known that would happen sooner or later so they went right back to talking after a second or so of watching.

They decided to take Brockston's advice and they split up, fortunately there were three main sections of the inner city so they split up and each took their own section.

Shadow walked all the way to the edge, where the maze-like barricades designed to slow the enemy down stopped. He looked out over a broad street about a half mile long, it was completely empty, but he could imagine it filled with robots. The only thing between him and them would be one last wall which had been erected hastily at best like all the others had been, it would provide sufficient cover, if only barely, and it had several heavy chain-fed machine gun nests on it that were a high enough caliber to destroy even the robots which most gunfire would just bounce off of.

There were several men standing around talking, there was a C/D player playing some kind of heavy music. Once they saw him they all stood at attention and saluted, Shadow saluted back but gave no orders so they went back to talking with the radio in the background.

Shadow, having nothing better to do, sat down and thought about the coming battle, maybe he had been a little too negative about it, he alone couldn't take on that many robots but he could certainly take on a lot of them, plus with the help of the soldiers and the defenses already set up they would be able to hold back the robots no problem. The only problem was the locusts, they would be able to simply walk over the barricades, it could destroy them just as easily. But if they found a way to take care of the locusts their only real problem would be solved.

Shadow got tired of listening to the soldiers small talk in the background and told them to go get more ammunition for their machine guns. The soldiers all left immediately. They left the C/D player running though, now a little interested Shadow walked over to the table the player was on, there was a disk case next to it with a picture of magnetic metal shavings that aligned in a way that looked like a grave. It was actually a very cool looking effect. He started listening to the lyrics.

"Luck…runs…out. Call from the wreckage one more time. Horrific memories twist the mind. Dark, what is cold and hard to turn. Path of destruction, feel it burn!"

Shadow turned off the C/D player, it was a great song but the lyrics reminded him too much of all that had happened. But now that the C/D player was turned off he could hear clearly. He heard something out very far in the distance... it was a repetitive low sort of stomping sound which sounded somewhat like hydraulics.

"What the hell is that?" Shadow thought to himself

:.: The D. A. Compound :.:

"I…I thought you were…" Flare started to say

"Dead?"

"…"

"What are you doing here Flare? Did you come looking for me?"

"No I was sent here on a mission with three other squad-mates to investigate the compound and find anything we could on the locust bots and Devarius's plot with Dr. Eggman."

"…………oh."

"It's a long story, really long, but what are _you_ doing here, where have you been that last 8 years."

"I've been right here the whole time, they kept us in here as bait for you and I think I heard them say something about a fake legend or something. When they came on to the island one of them snuck off and captured us while you were butchering the others with that fire thing you did. What was that anyway? I thought they were just crazy when they talked about you having powers."

"So did I, that was until I lost it like that, that was when I discovered I was an elemental, I can control fire."

"So they weren't making it up?"

"Nope."

"Well then you have to get the hell out of here, don't you remember what they said their going to use you."

"No way in hell, I'm not leaving you again." He said definitively

"Flare don't be an idiot, I'm not going anywhere you can come back for me."

"No deal, once they know where I am they might decide they don't need you anymore, I'm not taking the chances. If I go, you're coming with."

"How do you think you're going to break out in the first place, these walls are a foot thick of solid steel."

"Steel melts."

"Can you really get it that hot? Wouldn't it burn you too?"

"No, I'm effectively immune to fire, I've held my hands directly in fire for minutes on end, I can feel heat, but it doesn't burn me."

"What about me, wouldn't it make all the other metal in the room hot and burn me."

"Well th… I hadn't thought about that."

"Besides even if you do get out what about the guards?"

"I can deal with them."

"That's what Brass said."

"Brass! Did he make it too!?"

"He did for a while."

"What happened?"

"They got me, Brass, and Randela. After a while they both started to go a little crazy being cooped up in here for so long. One day he just sort of, lost it, after about 10 minutes of punching the door he knocked it down. They both ran out but they both got shot as soon as they got out."

"How can you be so calm about it!?"

"Flare, it happened years ago, I was depressed for a little while but I got over it."

"I'm not going to let them get away with this!"

"FLARE" she said gabbing him "going out there and getting yourself killed too isn't going to bring them back, it's not going to bring your father back, it's not going to bring your mother back or anyone else. Get your head on straight, it's not thinking clearly that got everyone else killed, learn from it."

Flare fell silent for a few minutes.

"Thanks, I needed that."

"I don't mean to be angry; I just don't want to see you get killed too. The idea that you might still be out there, that I might see you again someday; it was the only thing that kept me going. Please, if I can't convince you to not do something idiotic, at least think it all the way through first."

"I will."

Several loud latching sounds were heard coming from the door, after a few seconds it slowly slid open and Devarius walked in with a full escort of 5 heavily armed guards.

"If you're going to discuss breaking out you might want to consider doing it a little bit more quietly, they heard you shouting through a foot thick wall of steel, not very discreet." He said mockingly.

"What do you want?" Flare said contemptuously

"I want to know if you have given more thought to our offer, maybe you're thoughts had changed after "sleeping on it"."

"In short, no and my answer is the same."

"Why must you refuse to see reason, the ones you're working for _now _only want you for your power, here we would treat you equally, respectfully. You would be honored for what you are, not used."

"I'm not that stupid."

"Quite obviously you are."

"What a convincing argument for the "join us" policy."

Devarius was quite obviously losing his patience.

"You've obviously been hanging around that foul-mouthed fox too long. Well fine then, I planned for years, sunk millions of dollars into this, was stuck in that hellhole prison for 9 years just for you, to give you a chance at true freedom. We don't need you; this war will go on whether or not you are alive to play a part in it. I gave you a chance."

He raised his pistol up to where it was level with Flare's head, and fired.

:.:Westopolis:.:

"Guys, do you hear that noise, that low rumbling sort of sound?" Shadow said over their mics.

"Yeah I think I do." Rouge said

"Let me listen." Gear said, you could also hear him shout "everybody shut-up" at all the troops "yeah I hear it now, what do you think it is?"

"The armies maybe?"

"That could be it" Shadow said "I'm going to go get a better view." He chaos controlled to the top of the tallest tower in the city.

He could see that the city was surrounded completely by suburbs, a large 4 or 5 mile section of them bordering the Dusty Desert. That would definitely be their route of attack, the sun was almost set but there was still some sunlight casted across the dunes, he could see the far-off silhouettes of several large machines that from this angle bore a bit of a resemblance to the Scarabs in Halo he had seen once. He could see the pattern between their feet moving up and down and the stomping sound they had been hearing.

He knew exactly what they were "Locusts" he mumbled to himself, this wasn't going to be easy and the quarter mile wide column of robot infantry that spanned back for miles didn't look to prospective either.

But the biggest problem was the locust in the middle, it was huge. He could see its surface was covered with additional guns, lots of them. And it was about 4 times taller and longer than the others. Even if they found out how to destroy the locusts, that one was basically a fully secured and mobile death fort.

"Damnit, they must have kept _that_ one off the records." He said to himself "Guys, we've got problems."

"What is it Shadow?" Rouge asked

"Scratch that, we've got 5 regular problems, and one gigantic one."

:.: The D.A. Compound:.:

Flare cringed, thinking that he was about to be shot. He hadn't expected Devarius to lose his patience so quickly. He held his eyes shut but noticed after a second that he hadn't felt anything, it couldn't have missed because he didn't hear any ricochets or anything. He slowly opened an eye and saw everyone standing right where they had been, he fully opened his eyes and looked around, everyone was there, but they were all completely motionless.

He looked up and saw the bullet, hanging there frozen in mid-air.

"What the..?" he said to himself

"You should be more careful with maniacs like him, they may seem cool and content on the outside but inside their raving violent maniacs. I'm surprised it took him so long to try and kill you with how arrogant you were being." Said that voice he had come to loathe as Mephiles slowly stepped in to the room.

"You again? I thought I just got finished talking to you."

"Without me you'd be dead, I was expecting a little more warm of a welcome."

"I didn't know we were supposed to be friends here."

"We aren't" he said off-handedly "I'm just doing this the easiest way which unfortunately means having to keep you alive for a few more minutes. Though I wouldn't push your luck since I don't need you to be alive. It would just make things much easier for me."

Flare decided to adjust his attitude at that point, he had been betting on the hope that they needed him, he was proven wrong twice now.

Mephiles walked over to the bullet which was still frozen in midair, he plucked it out of the air and tossed it away quickly.

"Ow!" he said "It…it was hot."

He made a gesture with his hand and time started again.

Nasai screamed as she thought Flare was dead now too, but after a few seconds she noticed he was unharmed, Devarius noticed this and looked puzzled.

"How did you" he began

"It wasn't him." Mephiles cut him off, Devarius looked over and noticed Mephiles standing there and was more than a little startled.

"MEPHILES!" He shouted

"Yes?"

"What have you been up to all these years? What was with the fake name? What's going on!?"

"Don't worry, I can explain everything later, don't bother trying to convince Flare anymore, he's obviously too thick headed. I have a backup plan though."

"Listen Mephiles, or Sorthyx, or whatever you're real name is, you can't just betray me then come back and expect everything to be alright."

"Betray you? It's because of me that you captured this one, you know, the one you've been looking for all these years, I've helped you more than anyone."

"I still don't trust you."

"Whatever."

Devarius mumbled something probably an obscenity and motioned for his guards to leave and he and Mephiles left after that, sealing the door behind them quickly.

"God that Mephiley guy was creepy looking." Nasai said "Who was he?"

"Mephiles." Flare corrected "and hes basically a… I don't know how to explain it, just think of him as a demon, that's basically a good example of what he's like."

"What does he want?"

"Destruction, of everything."

"We have to stop him!"

"That's what we were working on when I got captured, speaking of which, how are we going to get out of here?"

"Hey, there you're powers, I wouldn't know what to do."

After a few minutes of careful thinking Flare snapped his fingers.

"I've got it, I won't just heat up the wall, ill cut through it like a blow torch, I just need to concentrate it more so it won't spread out and heat everything up."

"It's a foot thick, can you do that?"

Flare held up his palm and shot a concentrated stream of flame up in the air more than two feet.

"Easy" he said

"Well get working." She said with a laugh.

Flare pressed his palm up to the wall and began cutting in a large circle, within the space of about 15 seconds the hole was done. The large circle of steel fell back leaving an opening just large enough for them to fit through.

"There." He said proudly

"That was quick, well get going."

"Nasai, you're coming with, I'm not leaving you here with these murderous psychos one minute longer."

"Use your head Flare, I'd only slow you down, don't worry, I'm not going anywhere, you can come back for me."

"No. Way."

"You said it yourself, Mephiles wants to destroy EVERYTHING, even if I get killed so what? You might care about me but I'm not worth the entire world, can't you see that?

"But…I"

"Flare, just let it go. Do what the world needs you to do, then come back for me. I can look after myself, I don't need you to be my savior."

Flare sighed "Okay, if you think so."

"Now get out of here and stop them, I'll be waiting."

"Right."

Flare crawled out through the hole and made use of the lack of guards within the compound itself to move around easily. He got to the gate after a few minutes of walking around. He walked over to the opening console, which luckily for him was just a large button that said "open" on it. If it had been any more complicated than that he probably wouldn't have been able to figure it out.

He got about 20 feet outside the walls when a dark cloud started forming on the ground 5 feet in front of him which Mephiles slowly rose out of.

"Where do you think you're going?" He asked

"Out of here."

"So this is you're escape plan? A little crude to be honest, usually people try to be a little more subtle than simply walking out the front door when they escape."

"It worked didn't it?"

"Well fine then, get going."

"You can threaten all y…wait what?"

"You heard me, if you're that intent on leaving I won't stop you."

"Why not?"

"Flare, it's at least 350 miles in any direction before you get to any civilization, and guessing how long it's been since you had any water you won't last more than ten or twelve hours out there on your own."

"I'll take my chances. At least if I die you won't get your precious Iblis."

"Of course I will, just because you die doesn't mean he will."

"It doesn't?"

"No, the way he's sealed to you you are two being who absorb each others energy, but aren't affected by the others actions. I just don't know what will happen if I use _my_ powers on you, I don't know if that will damage him or not. Here I'll even help you, take a Chaos Emerald, for luck." He said taking one out and tossing it over to Flare, who caught it and felt it. He could feel the energy in it, it was real.

"Ok now I know something's up, why would you give me a Chaos Emerald."

"Just for good luck, don't worry you don't have enough natural Chaos Energy to activate a Chaos Control like Shadow can, it won't offer you anything except maybe sentimental help." He said laughing lowly to himself.

Flare slowly started walking past Mephiles who did nothing to stop him as he had promised, he still was certain Mephiles was up to something but couldn't think of any reason how the Chaos Emerald could hinder him.

Once Flare was a good ways away Mephiles teleported back to Devarius's office where he had been talking with him before he went out to talk with Flare. Devarius had been watching.

"Why did you give him a Chaos Emerald?"

"I can sense Chaos Energy, I can use it as a beacon to find out where his corpse lands when he dies, otherwise it could take me years to find where he died."

"Clever."

Flare climbed over the first dune only to find a sea of them stretching for miles in every direction, Mephiles had been telling the truth. He set off in a random direction knowing that he could be heading the wrong way. He had no way of knowing which was to go and if Mephiles was right he was probably going to die anyway, so he set off, not knowing where he was going.

:.:Westopolis:.:

"What do you mean theres another Locust Shadow!?" Brockston yelled over the mics

"I just told you, there are 5 normal locusts, and one very large one. It's probably like a command vessel or something."

"We didn't get any files on that."

"Eggman probably didn't keep any records in his entire system so that nobody could find out about them. Something like this could make or break an entire war."

"Well what are we going to do about it?"

"Hell if I know, get those guys you had working on the Locusts to tell you if they've found anything, we need something to use against them."

"Very well, hold up I'll be back in a few minutes."

For a few minutes the line went silent, it was actually peaceful except for the low rumbling and marching sounds far off. The sun had set a while ago and the first stars were coming out.

"Shadow" Brockston said over the line "I actually have some good news, he says he's found something. I'll put him on." There were a few sounds of people shuffling with the mic for a second until a new voice came over the line. "Shadow? Is this you?"

"Yes it is, the armies are going to be here in no less than a few hours, so don't waste time, what have you found."

"Well, after a lot of analysis we've found that the central reactor core within the ship is relatively un shielded, if you can Chaos Control with a squad of experienced troopers you should be able to take care of the guards and hit the reactor core directly, it won't be easy, but if you can score enough crucial blows on it you can send the systems into an overload feedback loop which should destabilize the fuel tanks, they'll quickly over heat after that and blow up with enough force to break the entire hull apart."

"Sounds great, if we can pull it off we'll have a fighting chance. But what about the larger one?"

"Larger one?"

"Brockston didn't tell you? There's one here that makes the normal Locusts look small."

"Oh dear, we didn't get any files on anything like that, sorry, can you describe them to me?"

"It's basically just a bigger Locust, but I can also see it has several decks and lot's more guns, but other than that it's looks basically the same."

"Well we can probably assume that the same principle applies, just likely more guards, but we'll keep looking to see if we can dig anything up."

"Alright."

A few more seconds of shuffling with the mic and Brockstons voice came through again.

"Did you get all that you guys?"

"Yes." Shadow Rouge and Gear all said "It won't be easy though."

"You weren't hired to work the easy missions, how much longer do you think they will be Shadow?"

"No more than a few hours."

"Well get ready, you've got a long night."

:.: The Dusty Desert :.:

Flare had been walking for hours, it had been hot at first but night had fallen, he hoped it would have been somewhere between boiling hot and freezing cold so that it would have been comfortable but he was wrong. Apparently desert nights were just as extreme on the thermometer as desert days were, just in the opposite direction. He had given up hope of seeing his friends again, or helping them fight, or saving Nasai. He accepted now that he was probably dead.

He got over another dune, expecting so see just another sea of dunes, but this time there was something different. No more than a mile out there was some sort of ruins, still smoking and burning, collapsed towers and hangars. Maybe there was some supplies, or a way to contact his friends! He thought of simply using his mic to contact them, but had found shortly after escaping that the guards had taken his earpiece mic when they threw him in the cell.

He ran to the still smoldering ruins, if he had any hope, this was it.

:.: The D.A. Compound :.:

Mephiles and Devarius after lengthy discussions had formed a tenuous alliance. They were both in a control room with several Angels on consoles planning tactical movements based on diagrams of Westopolis, and a few reading signals transmitted from the Locusts.

"Put me through to General Traksis" Devarius said to one of them "I want to talk to him personally."

"Yes sir."

General Traksis sat in a command chair with a bored expression on his face, he was a tall and bulky man, maybe in his late 30's. He was sitting in the command deck which was surrounded by windows that allowed him to see in almost every direction. Below the windows there were many robots typing on consoles. One of them which was working at the main console directly in front of Traksis stopped typing and turned around to face him.

"Sir, we are receiving a message from Devarius."

Traksis stood up, he walked with an odd gait in which he slightly bent his knees as he walked, he also walked with a severe hunch in his back, even with both of these combined he was still only slightly shorter than average, had he been standing up fully he would have been a good foot taller than most people.

"Well put him through." He said, his voice was deep and rough and he had a very thick Russian accent.

A screen lowered down and Devarius's image appeared on it much like it had at Eggmans base.

"Traksis, how goes the battle?"

"I'll let you know when it starts, I'm used to directing battles where we don't have to _walk_ to get where were going. I can see the city but progress is painfully slow."

"How are the Locusts holding up?"

"Oh I'm sure they are fine."

No, I want you to be certain, find out."

"Very well, what were their names again?"

"You don't even know their names!?"

"All I know is that I'm in the big one and this one is called the Anarchy, I'll just tell the robots to issue orders to specific ones, as long as the robots know the names I don't have to."

"That's a stupid way of going about it, learn the names, change the names, I don't care, just find out what to call them and get everyone to agree on it, I don't want any screw ups."

"Devarius you worry too much, nothing can hurt us in these machines."

"Listen you imbecile, that menacing hedgehog and his other government animal friends are there. Do NOT, underestimate them. Plus many others are likely to arrive, they have proven to be a VERY large problem in the past. Be absolutely certain you have everything defended because as soon as they find a weakness they will exploit it and then it's game over."

"Trust me, I have everything under control, I have not lost a single battle in my life."

"Well then make sure you keep that record going."

"You have nothing to fear."

"I certainly hope not." With that he broke off the conversation and ended the call.

Mephiles meanwhile was looking at a map which included the Dusty Desert, he had found about where they were and wanted to be certain Flare couldn't end up anywhere he might be able o get back to the city. But the map was very outdated.

"You there" he said pointing to one of them who was sitting at a coputer with a map of the city "do you have any recent maps of the desert?"

"Yes, but theres nothing much out there."

"Check anyway, I want to be certain nothing is there."

"Umm okay" he clicked a few buttons and a map of the desert came up onscreen, he studied it for a few minutes "nope, there's nothing out here, wait, there is one thing."

"What is it?"

"About 25 miles from here there's that Airbase that Eggman tested his Locusts on a few hours before he sent us his armies, but that should be completely ruined right now."

"Let me see!" he pushed the Angel out of the way and began surveying the screen "Which direction is this base in?"

He walked over to the window and pointed out over the dunes "That way." He said

"That's the exact way he went! Damnit, I'm going there now and making sure he doesn't get anything he could use." Mephiles formed an energy orb and rose up into it, disappearing.

:.: Corbantis Airbase Ruins :.:

Flare looked around for anything he could use, but he found nothing. The few building that were left even standing at all were completely bombed out inside and there was nothing he could find in the way of supplies. He was determined to find something, anything, because this was probably a one in a million thing that he got here in the first place and he knew he wasn't going to get another opportunity like this. But intensive searching rendered nothing. He was on the verge of collapsing when he saw the portal Mephiles had created open up not 20 feet from where he stood, and Mephiles slowly lower down out of it onto the ground.

"What happened to I'm not going to stop you?" Flare asked in an annoyed voice.

"Change in plans, I didn't want you to find anything here you might be able to use."

"Well no worries there, there's nothing but smoking rubble here."

"Yes I had figured that also, but you are fairly resourceful and I didn't wasn't to take that risk."

"What do you mean resourceful?"

"It means you can make good use of what you can find, it comes naturally to anyone who's had to live off the land like you did."

"How did you know that?"

"Flare I know everything about you, I know things about you that you don't know about yourself."

"Why do people keep saying that to me? The whole "I know everything about you." line, that old G.U.N. guy said it, and then it turned out he knew my name, and now you're saying it. Why is it apparently so easy to access the entire contents of my life?"

"They may have known your name but other than that they know very little about you, I read that file too you know."

"Fine then, what do you know about me?"

"Like I said, everything."

"Prove it."

"Why must you be so stubborn? Fine, when you were 5 you tripped and chipped your left fang, when you were 7 you nearly drowned in the ocean, when you were 9 you, well I think you know where I'm going with that one, when you were 11 you stole that radio from a nearby island and listened to it nonstop. You like Classic Rock and Alternative Rock, your favorite bands are Aerosmith, The Beatles, Gorrilaz, and The Foo Fighters, you're favorite songs for each of those bands are Rag Doll, Eleanor Rigby, Feel Good Inc., and DOA. You learned to swim when you were 15, when you were 16 you."

"OKAY ENOUGH."

"Well _you_ wanted proof."

"How do you know all that stuff, all those things I thought nobody knew, hell even my favorite bands? Are you spying on me?"

"Of course I am, my entire plan that I've been working on for year revolves around you, so I couldn't afford to not know everything about you."

"It still seems a little extreme to know that much."

"Knowledge is power, that's why I studied so much of history firsthand, he who does not know history is doomed to repeat it."

"…What?"

"It means that people have been making mistakes for so much time, it serves as a good model of everything _not_ to do. It would be stupid to lose an entire war over something people learned how to not do over a thousand years ago. Perfect example is myself, I unfortunately made the biggest possible mistake, the mistake people have been making for centuries, the very first rule of combat itself. I underestimated my opponents, when I achieved Solaris I had power rivaling that of a God, I thought it made me invincible, sadly I was mistaken and I paid the price, and barely escaped with my life. Trust me it's much better to be smart then strong, if you're strong you may be able to impose your will on people, but they will revolt, and if an army is strong enough nobody can hold it back. But if you're smart, you can trick people into being on your side, then you can do whatever you want."

"Isn't that what you did last time?"

"Yes but this time I did it better."

"How?"

"Tell me, what do you think I have to gain from a battle?"

"Umm, I don't know, land?"

"I have no need for land, so why do you think I orchestrated the entire war?"

"I, I don't know."

"The emeralds, unfortunately even after I get Iblis out of you I still need a lot of energy to seal him back to me, so I need the emeralds."

"How does a war get you the emeralds?"

"Think about it, the emeralds are always held by Shadow, Sonic, or one of his idiotic friends. Right now they are spread out across all of them, if I were to start killing them and stealing the emeralds they would hide them away and I might never find them, but if I can get them all in one place I can take the emeralds all at once. Now Sonic and his friends always come to stop Eggman so when they hear about an army of Eggman robots sacking Westopolis their going to all come running. Then I can steal the emeralds and get out of there before I institute the scorched earth part of my plan. Now I'm going to assume you don't know what scorched earth means so instead of you asking me and sounding like an idiot I'm just going to tell you, it's the name of a brutal military tactic where once an area is captured from the enemy, as opposed to holding it until they inevitably take it back, you just destroy it so there is nothing for them to rebuild from."

"Why would you destroy Westopolis!?"

"Didn't I already say? All my enemies are going to be there, Shadow and Rouge, Sonic and his friends, the G.U.N., Eggmans army and a lot of high ranking Dead Angels authorities. Don't you see this is perfect? I'm going to get everything I need and kill all my enemies in one fell swoop. And I didn't even need to lift a finger. Like I said, it's better to be smart than strong."

"Well then think your way out of this!" Flare shouted as he ran at Mephiles with one fist ready to strike as he charged it with flame. Mephiles did nothing as Flare got closer and closer, finnaly when Flare was just about to strike Mephiles spoke.

"Okay." He said and burst into a cloud of purple mist just in time for Flare to swipe at it, only leaving a track through the mist. Just as quickly as he had burst Mephiles formed again behind Flare and struck him in the back, Flare's own momentum coupled with Mephiles's attack driving him to the ground. Flare recovered and spun back up, he looked where Mephiles had been, but only saw a receding mist fading away with Mephiles's echoing laughter.

"SHOW YOURSELF!"

Nothing.

"COWARD!"

Flare could feel it, Mephiles was still here, he just spread the mist out thin enough that it became invisible. He looked around and saw nothing but the ruins of the base and the portal Mephiles had left hanging in the air.

Again Mephiles formed instantly behind Flare and tried to do the same thing but Flare anticipated it and spun around striking Mephiles across the face and sending him back a few feet.

In that first strike Flare realized just how weak Mephiles was, he had a lot of powers, but he just plain couldn't take a punch. Echidnas were prized warriors for their melee abilities but Flare hadn't even rally hit as hard as he could, but after one shot Mephiles barely got up, swaying a little as he did.

But after he got up he snapped out of his daze quickly and burst into mist again only reappearing directly in front of Flare a second later. Flare reflexively shot backwards with a jet of flame which also knocked Mephiles back a little.

Flare accidently landed directly in the center of Mephiles's portal, which began to shoot off bolts of lightning and began swirling faster.

"NO!" Mephiles shouted, but it was too late.

The portal shot one large blast of lightning out again and then it was gone.

:.: An Unknown Location :.:

The portal shot Flare out about 5 feet off the ground and then disappeared just as quickly as it came. Flare fell heavily onto a metallic surface but felt something like glass coating the ground crunch and shatter as he fell onto it.

He got up and looked around, at first he thought his eyes just needed to adjust but a few minutes later he could still see nothing, wherever he was it was pitch black. He held a hand up and formed a small flame in his palm. He was in some sort of metallic room, like the prison cell he had been in a few hours ago but it obviously wasn't the same place, the door didn't even have a lock on it and there were holographic posters mounted on the walls which displayed maps of something looking like a large half-dome with a long tower pointing out of the flat end.

But the thing that stood out the most about the room was what had obviously been making the crunching and cracking sounds he had heard, the room was completely covered in crystals, crystals that looked just like the ones that covered Mephiles's hands, feet, and quills. After a few moments he noticed that his fur felt slightly wet, he looked down and saw that he was covered in blood. He panicked; he must have fallen on a sharp crystal, what if he was bleeding to death!? But he felt no pain, no numbness, no anything.

He looked down onto the ground and saw that _it_ was covered in blood. This temporarily brought him relief, but it was followed again by panic. What had caused _that_ blood to be there? The more he looked around, the more he saw, it was covering the walls in gory splotches, a lot of the ceiling had sprays of blood covering it. The more he looked at the crystals the more he noticed a lot of them had taken on a reddish tinge from it. The light in his hands only illuminated whatever small bit of the room he pointed it at so he enlarged the flame so he could see everything. He would regret that for the rest of his life.

There lots of things he missed in his first look-through. With everything visible he noticed not only red blood but deep purple blood smeared with the red. Deformed skeletons were littered everywhere in the small space, the crystals growing over them. He noticed that the air seemed thick and had some kind of purple fog throughout it. The air smelled of rot and decay. The last thing he saw was something that he could only barely tell was once a human skull, but was now a twisted mess of bone and blood with the jaw bone hanging down in a way that made it look like it was frozen in a scream.

He couldn't take anymore, he had to get out, he didn't care where the door led, the only thing on his mind, the only thing he cared about, was getting away from that room. He ran over to the door, crystals cracking underneath pools of blood he stepped in. The door was covered in more crystals that jammed the doors frame, sealing it shut. He tried to dig the crystals away but realized he was getting nowhere slowly. He was beginning to panic more now, he felt trapped in the one place in the world he wanted least to be. He resorted to banging on the door with his fist in fear.

"LET ME OUT!" he shouted hoping someone could hear him, but nobody came.

Finally he couldn't take it anymore, he stepped back and blasted the door down, it was effective, but very loud. He didn't care though as he ran outside into a large slightly curved hallway with a long continuous window which was covered with not only blood and crystals but a lot of fleshy gore as well. Flare thought he could see a night sky through some of the less dirty parts but decided not to move closer for a better look.

To his immediate disappointment it was in no better condition that the room had been. It too was strewn with crystals and bones, mixed with red and purple blood. There were G.U.N. helmets and armor strewn around with the bones. He noticed more of the bones were twisted and disfigured, many bent and broken, some shattered entirely.

The next thing he noticed scared him more than anything he had ever seen.

A twisted and mangled corpse propped against the wall, it had deep purple skin the same color as Mephiles's fur, it was covered in crystals like Mephiles was. It barely had any traces of humanity behind it, it had clearly once been a human, but that was where its humanity ended. His entire chest cavity had been hacked open, parts of his limbs seemed to have been rearranged and removed, one of what used to have been his arms had been replaced by a large exposed and sharpened bone making his arm into built-in broad sword. His skull was twisted and morphed like the one he had seen in the room he had come from. His jawbone hung loosely from one end of his mouth. But this wasn't much in comparison to what he had already seen. The worst part was that it was getting up.

:.: 20 years prior :.:

Shadow sat at his military outpost, he had alerted the rest of his squad to let the soldiers know of their plan to deal with the Locusts and he was in the middle of explaining it to his troops.

"…so in summary we basically use my powers to teleport in, hit the core with enough C4 and rockets to damage it extensively, then we have about 15 seconds they say until the hull shatters and were blown to bits so were going to have to teleport out of there quickly or were all vaporized. Now I'm not going to be able to do this alone, I'm going to need a squad of at least 10 troops carrying full cargo of C4 and at least 5 experienced rocket troopers. I'll defend you while you hit the core. That's our plan. Any volunteers?"

As Shadow had been expecting, none of the dozens of people fitting those descriptions were feeling _that_ patriotic and all the hands stayed down.

"Okay then we can do it my way, you 5" he said pointing to a squad of rocket troops "you've just been drafted into the "high-risk" corps, come on down." He said with mockingly fake enthusiasm. After he selected those 5 he walked through the crowd of soldiers he had jurisdiction over and picked 10 demolitions troopers at random, the only thing influencing his decision was whether or not they had seen combat before, he only picked ones that were battle hardened.

He brought the ones he had chosen back to the place he had been standing and dispersed the rest. He started talking to a few of them to start to get to know them to make communication a little easier when they would need it.

"What's your name?" he asked to the final person he had left to talk to.

"David Edding sir."

"What legion?"

"The 735th sir."

"Good, oh, and all of you cut the "sir yes sir" crap ok?"

"They told us that you're our commanding officer for the battle so we have to say that."

"If I'm your commanding officer that means you have to do what I say right?"

"Yes sir."

"Well now I'm saying to cut that out, if it really means that much to you we can tell you're officers later that you were good soldiers and said all you're "yes sir's", but just call me Shadow."

"Yes sir."

Shadow shot him an annoyed look.

"Uhh Shadow I mean, sorry sir, I mean just sorry!"

"It's ok, just try to quit it, it's kind of annoying."

"Yes s-Shadow."

"There you go."

"Shadow? Can you hear me?" Rouge said over their mics

"Yeah Rouge, what is it?"

"From where I'm stationed we can see the locusts, there close enough that we can see them even through the night, it won't be long until their here, if you're planning on going on that little suicide mission of yours you'd better get ready."

"Alright thanks for the info, about how far out are they?"

"No more than 5 miles, at least they're that far from the edge of the suburbs, it might take them a little while longer to get into the main city."

"Well we're going to want to get them before they can get here, I'm guessing the best time to get them will be right before they get into the main city, if we can get one then it will disorganize them at a crucial moment and would make defense a lot easier."

"Alright, well I'm guessing you have about 5 or 6 minutes until their at our front gate, you might not be able to see them where you are but people are freaking out here."

"Just tell them to concentrate on the robots, not the Locusts. They're going to be wasting ammo on the Locusts, just let us deal with them and you and Gear deal with the infantry."

"Alright Shadow, I'll let you know exactly when you should go."

"Okay Rouge, oh, and good luck, hope you get through the battle alright."

"You too Shadow, good luck with the mission."

"Enough with the feelings you two." Gear said over the line

"How long were you listening to us!?" Shadow shouted

Gear laughed a lot for a second "We're all on the same line there smart guy, everything you say I can hear too."

Shadow grumbled a little as Gear kept laughing.

:.: An Unknown Location :.:

At first Flare thought his mind must just have been very freaked out from all that he had seen and just be playing tricks on him, but he could see this mangled corpse right before his eyes begin to move. It was sluggish at first but after 10 seconds it leaped off the floor and looked around, its eyes were fully black except for two small blood red pupils. When it finally fixed its eyes on Flare, it eyed him for a second, taking on a slightly curios look, but this look was quickly replaced with mindless rage.

It raised its head and let out a ferocious guttural roar which bore only faint traces of humanity. It leaped forward towards Flare, who was frozen by fear until he saw it leap at him, which startled him enough to cause him to spin around and run for dear life, he had been praying that it would be slow but it was running after him just as fast as he was running away.

He threw a spear of flame backwards and it caught the demonic looking corpse straight in the center of its chest. But this didn't seem to deter it at all; it just kept running at him. Now Flare was really scared, was this a nightmare? It sure felt like one. He kept running and saw the one thing in the world he wanted to see the least, a dead end.

The only consolation was a flickering light bulb which brought enough light he no longer had to hold up the fire as a torch. He turned around and saw the beast advancing on him. He wanted to do something but was completely frozen by fear. He looked to his left where there was a normal looking corpse on the ground, no crystals or evil eyes, and it wasn't leaping off the ground at him. But it looked like he had gotten one last message out before he died, above his corpse a message, seemingly written in blood from his own hands, was messily scribbled onto the metal wall. It read "Aim for the heart". This was his last shot, he worked up the courage to aim a shot of fire at the monsters heart, praying it would work, he fired.

It hit the demon square in the heart, the monster froze in its tracks, the color draining from his eyes and skin, and collapsed onto the ground, its body melting into a cloud of purple smoke, and fading away. But the scream it had let out had apparently woken more up, he heard echoing wails and screams coming from every corridor he had passed. He had to hide quickly, luckily there was one door to his left, it had several scratch marks and signs of a struggle having been fought there but no crystals blocking the door from being opened. He dashed over and yanked the door open and ran inside, closing it tightly behind him.

The room was completely empty except for a small panel on the right side of the door with several buttons on it. After resting for a moment to regain his composure he heard growling and slashing sounds coming from outside the door, they didn't seem like they were trying to get in, but they knew he had been somewhere around there. He slowly tiptoed over to the console. All the buttons were lit up and had a number on them; he didn't know what they were for. He heard large bangs on the door, they had figured out where he went, he looked around but there were no exits. He pressed the lowest button just hoping it would do something.

A speaker in the top corner said "Deck one, entry level selected, departing now."

He felt the room begin to slowly go down. The demons kept banging on the door violently, one of them used a sword-like limb to pry open the doors halfway, it reached its head inside roaring violently and swinging it's arm at Flare. The room kept lowering and the beast looked up and saw that its head was about to be crushed, it jumped out of the door way and the doors slammed shut again.

Flare sat down in the corner, panting out of terror, he had been very lucky to find this old elevator, but he needed to find out where he was, what those…things were, and how he could get back to his friends.

The elevator reached the bottom and opened up, luckily there either weren't any demons on this floor or they hadn't been "woken up" yet. He looked around for an exit desperately but saw none; he cautiously took a step out into what appeared to be some sort of very large main plaza. As he stepped out several large lights automatically switched on loudly, row-by-row illuminating the entire large plaza.

The same voice that had been in the elevator came over a loud speaker across the entire room, the voice was obviously outdated and probably in dire need of repairs, it kept varying in how loud it was and how high or low the pitch of the voice was and it frequently cut in and out of static.

"Scanning G.U.N. registration number… Registration number verif------umber zero-five-nine, registered as S-Unit Fla----------idna. Welcome, Flare, have saf-------ovely stay, we hope you enj----our stay here aboard th-----ce colony A.R.K."

:.: Aboard the Anarchy :.:

General Traksis was clearly getting impatient.

"How long until we can start the battle?" he asked

"We are almost within city limits sir."

"Hold up! Tell the other Locusts to stop advancing." He said, the robots contacted the other ships and the halted as he commanded.

"How far is the effective range of our broadside cannons?" he asked

"2 miles sir."

"And how far are we from the central city?"

"One and a half miles."

"Perfect, send the Locusts to surround the central city, have the column of infantry file directly around _this _one and converge on the city. Turn the ship sideways and ready the broadside laser cannons."

The robots in the bridge with him began filing out the orders and the smaller Locusts on his command surrounded the city from every angle. The column of infantry was marching directly past the Anarchy and marching straight to the city.

"Sir, shouldn't we have some cover for the troops, with no Locusts covering them they're going to get picked off by those defensive barricades surrounding the city." One of the robots said to Traksis

"I see that you idiot, why did you think I told you to ready the broadside cannons. We're going to decimate that entire line of defenses with those cannons, clearing a path for our troops to march right up to their central base, which the enemy will retreat from right into our advancing Locusts."

The anarchy was facing sideways to the city; several large portholes on the side of its hull opened and long sleek cannon barrels with bright red lights coating the surface slid out.

"Very well sir, the canons are primed and ready when you are."

"Hold your fire for now."

:.: Westopolis :.:

"Shadow, I see the huge Locust you were talking about, well… you were right, it is huge, the other 5 are surrounding the city but it's just sitting there. It's letting the robot soldiers pass right by it as if nothing is happening. We're going to open fire in a few minutes; you should get onto a Locust now, get this started so we can end the battle as quickly as possible."

"Alright Rouge, thanks for the info." he said, ending his connection on their personal line. He turned back to his men.

"Alright, we're moving out now, don't worry, if the guys are right they won't have it defended, they should have all hands on deck for the battle and they probably won't be expecting any kind of attack from the interior so we'll have the element of surprise. Now normally when I Chaos Control for just me or me and a few others we can just all touch to make it work but it'll probably just be easier with so many of us if I make a portal, but I'm warning you these things take a lot of energy so I don't want to hold it open any longer than I have to, so hustle. Also the longer I have to hold open a portal the more likely they'll see it and guard it so we can't get in."

There was a general murmur of agreement throughout the squad. Shadow held up his Chaos Emerald and formed the portal with it, all the men jumped through followed by him in about 10 seconds, he closed the portal directly after that.

They were in the main hull, which was an ammo and cargo storage bay, empty and unguarded, at the far end there were several stairs leading up to a deck overlooking the storage bay. At the far end of that deck there was one large door, with a large glowing red pillar of energy inside of it, which as they had predicted, was completely unguarded.

"The core." Shadow whispered to the soldiers "Okay, were going to go in there quietly, you're going to lay all your C4 on it and come back out here and detonate it on my command, let's see just how much punishment this thing can take."

:.: The bridge of the Anarchy :.:

Several minutes passed and the Robot infantry was nearly at the edge of the barricade Rouge was at. Traksis eyed the barricade closely from his position, he watched until he saw the machine gun turrets begin to open fire, completely mowing down the first few rows of robots. Traksis spun around to the droid commanding the guns.

"OPEN FIRE NOW!" he shouted.

The broadside cannons fired out large shots of pure energy which came down making huge detonations on impact and leaving three foot deep craters in the ground, as expected, the first wall of defense had no option but to fall back, but what Traksis hadn't expected was how many walls of defense they had set up, and since his Locust was at the bottom of the hill leading up to them, he was at an angle where he simply couldn't hit them with his cannons.

"Move the Anarchy up to the top of that hill NOW, our infantry is being destroyed and they need cover fire."

"It should be three or four minutes to get that far sir."

"SO GET GOING!"

"Yes sir."

The Anarchy lurched forward and turned around to face the city, it slowly began moving its four ton limbs up hill.

"Sir?" one of the robots asked

"What!?"

"We are reporting some signs of activity within the core room of the Nocturne."

"That's impossible, I gave them strict orders to say in the command deck to make sure they had every gun managed, have they already taken core damage?"

"No sir, should I contact them?"

"Yes, I want to know what's going on."

The robot typed a few buttons and a view screen came down and the image of a robotic commander appeared onscreen.

"What do you need General?" it asked

"I want to know why you have activity in your core room when I gave you strict orders to stay on the bridge."

"We currently do not have any units in the core, we are reading it at maximum efficiency and it is in no need of repairs."

"Well then send some units down there; I want to know what's causing this."

"Yes sir."

:.: Space Colony A.R.K. :.:

"Th-This is the ARK? What the hell happened here?" Flare practically shouted even though there wasn't a single person around to hear him.

He walked over to the other side of the main entrance and found a few more elevators but they were all either blocked by crystals, rubble, or just burnt out. He went back to the elevator he had come down in, but the panel had burnt out and stopped working. He was left with no other alternative, he had to go through the main entrance, as opposed to one huge door covering the entire wall, the bottom was covered with several normal sized doors, making stealthy entrance easy. Inside he saw much the same scene of what he had seen in the long corridor he had been chased down. Crystals snaked like vines over everything, the ceiling walls and ground were covered in the ice-like tendrils. Many corpses littered the ground, of those many of them were like Mephiles, in that they too had the dark purple skin and crystals, blood splattered across the walls in wide splotches, piles of burning metallic rubble littered the ground, a dense thick purple fog hung in the air and the area had the stench of decay.

It was still an awful thing to see but he had more or less become desensitized to it at this point. Luckily the afflicted corpse showed no signs of movement and he tip toed around them to make sure he didn't disturb that. He rounded a corner and found that one door at the end of the hallway had absolutely no crystals, it looked to have been barricaded. Survivors?

Flare slowly walked over to it and saw that it appeared to be empty, he quietly climbed over the barricade, there were several guns on the ground behind the barricade. He entered the room and found that it was some sort of medical bay, it looked a lot like the office he had been taken too to get the bandages on his arm removed, there was a desk with several jars of cotton swabs or wooden sticks, bottles of medicines with strange names that looked like they were designed with the sole purpose of being hard to pronounce in mind. Whatever had happened that caused all the destruction, it had skipped over this place, there was no blood on the walls, he turned on the lights and saw that the lights were still functioning well and best of all no monsters, or corpses of any kind.

He closed the door quietly and decided to stay here for a little while to recuperate for a while. After a few minutes he noticed a few more things on the desk, there were several tape recorders and a small video camera on the desk, they were all put in one section and had a paper above them that said "Research" above it. He picked one up and pressed the play button. A human female voice came through, it was the voice of Topaz, one of Rouge's friends from when Rouge had first joined the G.U.N. but Flare had never met her so he didn't recognize the voice.

"Hello, my name is Topaz, I'm a member of the G.U.N. military force, me and several hundred other G.U.N. soldiers with me were transferred here after Shadow destroyed Black Doom to be certain that Shadow couldn't return here and we could keep employing him."

"Just like they did with me and Avalon." Flare thought

"Since we were transferred here there has been some sort of outbreak. Some unknown disease is here, it always starts the same, people get insomnia, they can't sleep, then they lose their appetite, they start to go crazy, never leaving their rooms and muttering things to themselves. Their skin becomes dark Purple and they grown these strange crystals, once that is done they lose all sanity and go on murderous rampages. We call them Slashers, everybody they hurt comes down with the same disease, but once they go completely crazy… it's like the laws of nature don't apply anymore, they can be hacked completely apart and they won't die, the change themselves to be able to kill better, they sometimes even completely mutilate themselves just to add a blade made of bone, this is the most common "upgrade" and it's where we got the name Slashers from, the bottom line is we can't kill them, our communication is completely offline and we can't repair it, nobody seems to care were up here, nobody seems to care we're dying, the disease spreads and Slashers occupy more and more of the ship each day, our power has gone offline, the artificial gravity machines are malfunctioning in some places. The place is falling apart; the few people still alive left have decided to make small survivor outposts in an attempt to survive long enough to find out how to kill the Slashers, and then mount a resistance attack. It's a long shot, but it's our only hope, if you have found this then you are lucky, were going to keep any data we find recorded here, so that if we die, maybe someone else can carry on our work, we know now that the Slashers are spreading to Earth, if we can find a way to stop them, maybe we can defeat them, if not, then all hope is lost. Make use of all the information we might find, you'll need it."

Flare put down the tape and picked up the next one. It was again Topaz's voice.

"I thought we should start this out with a better explanation of what happened, it started out as a disease, in sector gamma was where all the first cases were reported. They quarantined off the area and sent a few platoons of soldiers in but except for having to take detours around gamma sector we proceeded business as usual for the most part. They told us it was just a small outbreak of a new virus that had been giving a few cities some problems too. Nobody would tell us what was really going on. As the weeks went on we started hearing violent screams constantly coming from gamma sector, every day the quarantine signs were pushed farther and farther out, like whatever it was kept spreading out despite their attempts to contain it. Soon other sectors were reporting outbreaks too, alpha, omega, epsilon and still gamma were the worst hit but soon it seemed everywhere was getting locked down, we started to see things moving in the shadows, heard footsteps following us everywhere. A few people even said they saw something try to attack them but whatever it was came and went too fast, we started to see people disappear and that's when we really got worried. A bunch of us met up in lamda sector, the only one that still wasn't reporting any outbreaks, and decided to try and contact HQ, to get them to stop bullshitting us and tell us what was really going on. We radioed them, and got nothing but static, they are _always_ supposed to have people manning the radios, its standard military code. Now we knew something was seriously wrong.

Whatever this was it was starting to get truly serious now, about 65% of the ship was places we couldn't go, not that we wanted to, every time a place was put on lockdown the lights went out soon after so they must be able to see in the dark or something because in dark areas of the ship we always hear things, see silhouettes in the background of something, vaguely resembling a human there, we're hearing loud moans and wails throughout the ship, people are dying every day, at this point we know we can't just sit around and wait to die.

Our whole group spilt up into 5 sections, we all found places to make a defensive base to either wait out whatever was happening or find out what's happening and stop it. We found ways to link all the outposts with small hidden passageways and vent systems and such. Other people looked at us like we were crazy, like we were overreacting. We were the only ones who survived.

It was about two days after we had set up the outposts, all those quarantined areas, well they were infested with Slashers, they were just waiting there, waiting for the perfect time to strike. When they saw it they wasted no time. The alarms started blaring, and we looked out to see the corridors full of people and slashers, the people were obviously losing. Only a few Slashers died, we still have yet to find out how to kill them, sometimes they die in one hit, sometimes they take a barrage and absorb it like a sponge, were still working on it, but it doesn't matter. They outnumbered us and every person they killed would eventually turn into a slasher and get up. Yeah, just like those zombie movies we've all seen. The slashers killed everybody, except for us and that was only because we hid out. We found a few survivors but about 97% of the people who weren't already slashers were killed, and then alive again. If you can call what those things are 'alive'. So that just left us, of course they eventually found out where we were, and that's when we used the armory. We had enough ammo to hold them off, wave after wave. We didn't kill very many, we still haven't found out why the ones that did die died. But we were able to survive because evidently even they get tired of being shot, after they got hit though they ran off. But…fighting them is…it's just awful." Her voice taking a very sad tone, she seemed to be bordering on tears as she spoke this part" I…I recognize them, their faces, I've worked with them, they were nice people and to see them turned into…those THINGS! It's terrible, I hope you don't know anybody aboard this ship, because you're going to have to look them in their evil eyes and see what they once were, who they were and what they meant to you, and kill them. It's the hardest thing I ever had to do. But after that we didn't see much of them. Of course we saw them running past and we hear their screams around but they all sort of went into hibernation or something. We just have to be careful not to wake them up, and maybe we can survive long enough to find out what happened, and how to fix it."

"How could they be spreading to earth? I would have heard something about this; this would be a worldwide crisis wouldn't it? This isn't adding up at all." He muttered to himself as he picked up the next tape and started it up. The now familiar sound of Topaz's voice came through again

"We found an old T.V. in the food storage outpost and luckily for us it gets the best reception in our outpost so they sent it here. We also have a video recorder so anything we find there that's important we can record and review later, we already found lots of things they were broadcasting on the News about how Earth is doing, well, let's just say were doing better, and we aren't doing too well. There's no point in going in to too much detail about what you can view for yourself but the one we got the most info out of was one taken by that two tailed fox kid that goes around with Sonic, he was taking it with him to record one of their adventures so they could watch it again later or something, but luckily he caught the scene where the disease started, well, it's not a disease or a virus or something, it's Chaos Energy, it explains everything we could have needed to know, except for how to kill them, the one thing we truly need to know, but at least we know how it started. Take a look for yourself, he was using a high quality recorder so you can see and hear everything very well."

Flare had the drill down now, he picked up the video recorder and it only took him a few minutes of fiddling with it to get it to play back recorder videos, the one they were talking about was the first one luckily.

The camera was being held fairly steadily and he could see a short blue hedgehog who he guessed was sonic to the right of the camera and the general forms of several others to the left, in front there was a large shrine with a huge green emerald at the top, there were 7 pillars surrounding it each having a chaos emerald atop it. He had never been there but he had been taught enough about Echidna culture to know that it was the shrine of the Master Emerald. There were two people standing in front of it, one of which was Knuckles but the other one looked more like a shadow of somebody than anything else. It was in the form of another echidna but more than that… it was Mephiles! He saw the crystals at the ends of the dreads and he had no mouth or nose. Why had he taken the form of an Echidna? He seemed to like Shadows form; it seemed odd he would change it.

The two were clearly arguing and Flare listened closer.

"You can't touch the Master Emerald!" Knuckles shouted

"Really? I can't?" Mephiles asked calmly, though his voice didn't seem like Flare remembered it. It seemed like Flare's own voice, though much deeper and darker.

"No!"

Mephiles slowly shifted his gaze to the Emerald and held out his hand and touched one crystalline finger to the surface of the Emerald, then looked back at Knuckles.

Mephiles gave a fake gasp "Look at that Knuckles, it worked!" he said with mocking enthusiasm.

"I meant that I wouldn't let you!" he practically screamed

"Well you're doing a great job of "not letting me" so far."

Knuckles was clearly getting infuriated "I'M TIRED OF YOUR ATTITUDE!" he shouted charging at Mephiles, Mephiles held up a hand and snapped his fingers, an aura appearing around Knuckles which seemed to slow down time in that specific area, everywhere else was moving at normal speed but Knuckles seemed to be stuck in mid run. Mephiles held up his other hand, bringing his palm up and facing it at Knuckles, a small orb of energy forming in front of it. Before anybody could do anything Mephiles shot the orb, which directly hit Knuckles in a huge explosion of Dark Energy, sending him back flying into the mountains.

Mephiles turned his attention back to the Emerald.

"YOU CAN'T DO THIS!" Sonic shouted

"Oh really? Just watch me." He played both hands on the Emerald, several tendrils of Dark Energy emanated from the spots where his hands were, slowly enveloping the Emerald. They soon covered the entire Emerald, they seemed to absorb into the Emerald when it was done, the Emerald wasn't green anymore, it was a swirling shade of blackish dark blue.

"What did you do!?" Sonic shouted

"I simply corrupted it." He said, climbing on top of the Emerald

"Corrupted it!?"

"Yes, corrupted energy is just another type, positive and negative are just charges on it, corrupted is something completely different, I could go into a lengthy discussion but I'd rather show you."

Mephiles rose into the air directly above the Emerald, he held out both hands, each emiting several beams of corrupted energy which shot straight into the Chaos Emeralds, them too becoming dark and swirling. He rose slightly higher and all seven emeralds and the master emerald began glowing with dark auras and swirling faster and faster.

In an instant they shot beams of energy back at him, pouring all their energy into him. And just as quickly as it had started it was over, and Mephiles hovered back down to the ground. A large aura of darkness surrounding him.

"Ah" he said "that feels much better having all that much more power."

"What did you do!?"

"Didn't I already say? I corrupted them."

"But…you just put your energy into them, and did…whatever you did and took it back out how did you get more power that way!?

"Do you understand the meaning of the word corruption? It's like infection, it only takes a single virus cell to make you sick, but once it's inside you it multiplies astronomically, it is the same with corrupted Chaos Energy, any bit of normal energy it touches, positive or negative, it instantly corrupts. I only put a very small bit of energy into the emeralds but that small bit was enough to turn every bit of energy within them to corrupted energy, I got back one hundred fold of what I put in. And the best part is you all have enough energy to be corrupted as well." He said with cackling laughter "Do you know what it feels like? The immense power!"

"You're insane!"

"No sonic, on the contrary I'm thinking more clearly now than I ever have before. Now that I think of it, every person has some amount of energy in them, and any bit at all can be corrupted, but normal people won't have enough to truly give them power, just enough that when they are corrupted it will likely just drive them insane, causing them to become violent, which will make them strike others, spreading the corruption. HA! It's a viscous cycle, the only thing I need is something to get it rolling, something I can use to instantly infect a huge area giving me a large enough army to corrupt the world…hmmmm, oh I know. The word 'eclipse' comes to mind." He finished his tirade assuming they would understand what he means by 'eclipse'. When it became obvious they hadn't understood he spoke again. "The Eclipse Cannon you idiots, it runs on Chaos Energy, which means if I put the corrupted Emeralds into it, it will fire a beam of pure corrupted energy, if I hit a large city I can instantly turn everyone into corrupted insane monsters, they won't be able to be stopped and then… the world will eventually be mine. But that just leaves one thing you see, all of you have proved to be…problematic in the past. So to cut out the very real possibility of you undermining me I'm corrupting you all now.

Before anybody could even say a word of objection he raised his hand and several more beams of corrupted energy flew out, striking everybody, including Tails who was holding the camera. He dropped it when he was hit, it landed in a position where you could see his shoes. The last thing that played on the video was seeing his feet become covered with crystals, and then it cut to static and white noise.

"How could this have happened, I was just on Earth and nothing like any of this was going on, none of this makes sense!" Flare thought, he was racking his brains trying to make out how they had gotten from a battle at Westopolis over him to…this? But he couldn't think of anything. He decided. To watch the other videos, but they were just News footage of cities burning and being sacked by slashers.

There was just one more tape recorder, with nothing else to do and this his only last hope of piecing together just what the hell was going on, he turned it on, and was surprised to hear a voice that wasn't Topaz's. It was a man, probably in his late 20's with a slight Australian accent.

"My name is Issac Starkes" he said "I'm just an engineer here, I don't know how I got sucked into all this but I'm here now, ill cut this short since I don't know how much time I have left, it has been a long time since we last made one of these, we've managed to survive for a few years without being killed by the Slashers, but we got into a bigger problem, we soon ran out of supplies, things got prêt messy after that, I won't go into details but it's just me and Topaz here now. We finally found out how to kill the Slashers, a way that always works. But it's too late, we have enough ammo to kill all the slashers but we don't have enough supplies for both of us, she's a soldier and I'm just and engineer so we know who's got the best shot of killing them, so I'm going out on my own, I'm going to just go out and kill as many as I can. One of us is going to have to die so the other can survive, im just going to try and take as many as I can with me. But I'll make sure to leave a message of how to kill them where I die, I'll find a way to leave the message somehow, it's preety simple im surprised we didn't find it out sooner, it's just this, you have to aim for the heart."

:.: Westopolis :.:

Two robots walked into the core room of the Nocturne and looked around.

"Reporting in" one of them said "we are reading no signs of activity presently here sir."

"Wait, what are these?" the other said pointing to several C4 charges planted on the metallic covering of the core.

"I don't know, they look sort of look like"

"Now" Shadow said to the troops, who instantly detonated the charges. They completely blew the robots apart, and the entire core covering, the core began to pulsate violently and shoots of electricity came out of it. Several alarms began blaring and voice said "rector damage critical, subsystem overload, evacuate immediately, evacuate immediately."

Shadow formed a portal and without needing to be told the troops jumped in.

Shadow and his squad came out on the edge of the city, a prime viewing place for watching the Locust explode. The hull was shaking violently and large area began blowing apart, several legs were blown off and the monstrous machine toppled on to the ground, the bridge exploding as it fell. A few second after falling the entire hull blew apart leaving nothing but rubble.

"Shadow that was amazing!" Rouge exclaimed over the mics "Wait a minute…" she looked over and saw the Locust with the broadside guns climbing over the top of the hill and opening fire once again on the barricades, which had been holding the robots back very well. Forcing the ones manning the barricades to fall back as their positions were destroyed.

"Shadow you have to come destroy this one at my post, it's destroying all the barricades, and it's the big one that's probably the lead one you were talking about."

"Alright Rouge I'll be in and out soon."

"Hurry!"

"Alright guys, that was fantastic, but we can't rest now, were going for the lead Locust now."

Before they could either object or agree Shadow had already formed a portal and they jumped in.

:.: Aboard the Anarchy :.:

"What do you mean the Nocturne is down!?"

"It's destroyed sir."

"That's impossible, nothing could hurt it, it must have been something to do with the core activity. Send out the warning, place heavy defenses in all core rooms, including this one, MOVE!"

"Yes sir."

:.: Space Colony A.R.K. :.:

Flare put the tape recorder down. That was it, he at least knew what had happened but it still made no sense, how could this have all happened so quickly, he had just been on Earth. He kept asking himself questions when a small grate at the back of the room began to rattle and shake.

Flare jumped up, holding his fists charged with Flame at the ready for whatever would come out. The grate unlatched and a short blonde woman in her 40's stepped out. Flare put his fists down but was still highly annoyed, this was only adding to his confusion seriously.

"Who are you!?" he shouted

"My name is Topaz, but who are you!? What are you doing here?"

"Wait, _you're _Topaz, you're the one who made those." He said pointing to the tapes.

"Yes, did you listen to them?"

"Yeah, just how long have you been alone here?"

"Oh, about 4 or 5 years. It was at least a decade ago I made those."

"You've been living here that long? Wait, wait a minute back up, you made those a decade ago?

"Yes."

"Whatever happened earth is safe now, I was just there a few hours ago, and there are no Slashers."

"That's a funny one, but Earth has been completely corrupted for years now. So how did you really get here?"

"Im not joking."

"I don't have time for" she began

"Hazardous anomaly detected, initiating quarantine lockdown sequence." The robotic voice said over the intercom

Bars slid down and covered the windows and the door locked automatically. Flare saw the outline of several things crawling over the bars from the outside, and he could hear the wailing he was so used to hearing now."

"Slashers!" she said

"Can they get in!?"

"They can always find a way."

A ventilation grate on the ceiling broke and a Slasher fell out directly behind Flare, striking him on the back of the head in an odd way, Flare fell to the ground, he didn't feel knocked out, but severely dazed, everything seemed blurry, he vaguely heard gunshots and saw the Slasher fall, he sort of heard another one fall down and pick him up, jumping back into the vent before Topaz could shoot. He was vaguely aware that he was being dragged but couldn't really see or hear well enough to know anymore than that. He was also vaguely aware of being dropped onto a metallic floor. He heard a snap and his entire mind became cleared instantly, it was like waking up out of a daydream. He shot up off the ground and saw the entire room was covered in crystals, they all converged at the front of the room in front of a window, and they formed a chair that he could see somebody was sitting in. He could see that somebody was sitting in it but more than that he couldn't tell. But the windows was looking over Earth. It was just like Topaz said, it was completely corrupted, it was covered in crystalline tendrils all across the surface, the atmosphere was dark purple and covered in dark clouds, it looked completely uninhabitable.

"Getting acquainted with the locals I see." Whoever was sitting in the chair said.

"What did you just do to me?"

"Oh that? That's just a mild sedative effect I put into a few of them, I've never used it until now. And I probably won't use it again come to think of it."

"What did you do to Earth!?"

"To Earth? I simply took what was mine."

"How was it yours?"

"The world only belongs to those who will take it, I could have simply destroyed it, but where's the fun in that, I wanted to see if I could kill everybody first."

"Mephiles you sick"

"Mephiles? You think I'm Mephiles? HA! I'm the one who killed Mephiles."

"No you didn't, I just talked to him a few hours ago."

"No you didn't, what you think was a few hours ago was a few decades ago."

"What? How do you know?"

"You came from right before the battle of Westopolis, you fell into Mephiles's portal."

"How did you know that?"

"Dark Portal destinations are very untenable so it just shot you out at a random place and time."

"Answer me!"

"You should be able to figure it out on your own."

"HOW!? Nothing here makes any sense!"

"Oh please, it isn't _that _complicated."

"Actually, it IS."

"Just think about it for two seconds, you already know Mephiles is dead so I can't be him, I'm in the form of an Echidna so that narrows things down pretty considerably, I know you saw that video so you saw me kill Knuckles, what other male Echidna does that leave?"

"…Me?"

"And the last horse crosses the finish line, that took you about three and a half minutes, with me helping you and all that's not an impressive time; you'd better work on that."

"You're me?...Great, just great. First I'm the guy everybody is trying to trick into helping them, then I'm the guy who has the 'dead' flame monster inside him, now I'm going to be Mr. Mephiles clone here."

"Technically yes I am you, but I wouldn't group us together. I even changed my name I'm Pitch, not Flare."

"Pitch?"

"Yes, Flare is strong but stupid, and in comparison to me not that strong either, Pitch is an entirely different person, and so he has a different name."

"How did I become you anyway."

"Now why would I tell you that?"

"Why not?"

"Because if I do you're just going to not do it, or do it differently. It actually would be pretty simple to avoid this entire thing, Mephiles corrupted me on accident. He didn't want any competition so he spread none of his corruption around purposefully."

"So then what do you want with me? Why tell me anything at all if you don't want me to change anything."

"I only brought you here to send you back, the timeline can't continue unless you get corrupted and lead to this, if you stay here for too long an alternate timeline will form and then there's no telling what will happen."

"What if I don't want to go back then?"

"It's not up to you."

"You're going to force me Pitch?"

"Of course. You forget that here I control all the emeralds AND the Master Emerald, I have more power than Mephiles did, even in his Solaris form, just how do you think you can stop me?"

"…"

"Exactly."

Pitch took out two corrupted Emeralds and formed a Portal with them very quickly, he expanded it until it covered almost the entire room. Flare knew he had to act fast, but he didn't have time to think of anything, he simply ran over and punched Pitch down as hard as he could. Normally Pitch would have been able to counter that easily but he had been preoccupied with setting the portal to the right time and he had been caught off guard.

He dropped the Emeralds and they slid outside the edges of the portal and it began to destabilize like it had at the Corbantis Airbase Ruins. Pitch shoved Flare aside and ran to the Emeralds but before he could get to them the portal shot them both back, leaving the room empty.

:.: Westopolis :.:

Shadow and his squad dropped into the Anarchy's main cargo hold, aside from being a lot larger it was the same as the other one had been, there were several more floors on the way up to the core room and each floor had two doors on either side which lead to the broadside cannon stations. As they made their way up to the core room floor they saw the defenses that had been made around it and they knew they would have to be creative with this one. But they didn't see the several squads of robots following behind them.

They heard several machine guns cocking behind them and turned around to see 20 robots with machine guns trained on them.

"Drop your weapons." One of them said, all the soldiers placed their guns on the ground.

"And you" it continued, talking to Shadow this time "hand over the Chaos Emerald."

Shadow put it on the ground and slid it over, he probably could have taken the robots himself but he didn't want to risk the lives of his men so he cooperated.

They were escorted to the bridge where Traksis was watching out the side as the Broadside Cannons kept pummeling the rows of defenses. He looked over and saw Shadow and the troops.

"Ah, trying to sabotage my ship were you?"

"That was the general plan, it worked once."

"Yes it did, but I think you'll have to adapt better to try that again."

Traksis kept talking to Shadow in a gloating manner for a while before returning his attention to the battle and sending Shadow and the troops away, but he hadn't known he was being watched the whole time.

Gear zoomed in on the Anarchy's bridge to get a better look.

"Yeah there's somebody in there, he must be their commander, but he's talking to somebody else, let me see if I can get a better look." He said over the mics to Rouge as he zoomed in a little more.

"You aren't going to believe this." He said

"What?"

"He's talking to Shadow, he must have gotten himself captured."

"Oh god damn it Shadow, we _need _him for this, he's the only one who can easily get soldiers into the Locusts, I guess I'm going to have to rescue him."

"I figured you'd say something like that, let me see, well since we haven't brought out our airforce yet the A.A. guns on top look unmanned, you might be able to slip in through the top."

"Okay, thanks Gear. Do you think you can manage the battle on your own?"

"Don't worry about me, the robots don't really understand the concept of tactics it seems so they just walk straight down the roads. It's basically just a nonstop shooting range. Just go get Shadow."

"Alright." And she flew off towards the Anarchy.

She landed on top of it and nothing seemed to happen so she figured they hadn't seen her. She sneaked over to a maintenance door and slipped in.

:.: Outside the battlefield :.:

An unstable portal opened up and shot Flare and Pitch out and closed up again.

"You IDIOT!" Pitch yelled "I wasn't supposed to come back with you."

"So make another portal and go back."

"I need Emeralds to do that and their back, oh say, 20 years from now. Wait a minute, this means the timeline has shifted, damn it I'm going to have to do it all over again!"

"Can't you just get Emerald from this time?"

"It isn't that simple, now that the course of time has shifted that entire timeline we were just in was deleted, I can't just go back now, if I go 20 years into the future now I'll be going to a different future."

"HA! So that means I win, I stopped you're plan."

"No, I'm just going to have to do it all again. In fact since you just changed everything and deleted my past, I'm basically just starting life over here. This means I can kill you and it won't kill me, which, by the way, was the only reason I hadn't done it already."

Pitch held up a palm like he had done when he killed Knuckles but no orb of energy formed, nothing happened at all. Pitch looked puzzled until he realized what happened.

"Blast, I forgot the Emeralds aren't corrupted yet, I don't have my powers. Well, no matter, I just need to find them again. Until then there are other ways of killing you that don't require my powers." He held out his hands and formed a long, very sharp, crystalline sword.

Flare saw this and knew Pitch was probably a much better sword fighter than he was. He turned and jumped into the air, jetting off towards the battle where he knew his friends were, he needed help now.

"Humph, cowardly." Pitch said

Pitch, unable to make a portal, started running towards the city in the direction he had seen Flare go. Charging towards the battle, now in full swing on all fronts as the rumble of artillery and the crack of gunshots filled the air.


	11. Aim for the Heart

General Traksis stepped back to the side windows of the bridge and looked out across the street that had been totally ravaged by his broadside canon attack. All the barricades had either been destroyed or hastily evacuated and the canons, with nothing left to shoot, fell silent.

"Turn the ship back and proceed into the city. Let's stomp out the last of their defenses."

"Should I deactivate the broadside canons sir?" one of the robots asked.

"I didn't say to do that, in fact, activate the canons on the other side as well, have them fire on the buildings as we walk by them."

"For what purpose sir? Those buildings are evacuated."

"This is war, destruction of enemy property is a time honored tradition. If for nothing else than target practice."

"Yes sir."

Shadow stood in the back of the bridge watching all this, he was being held at gunpoint but he could have easily broken free and destroyed the robots and captured Traksis but he couldn't forget his men, who would likely be killed either in the crossfire or on purpose by the robot guards. Normally he wouldn't have cared much about that either but these men had proven that they were worth saving. So he stood back and waited, racking his brains trying to think of a plan to get free without putting the soldiers in danger. But he came up with nothing.

The Anarchy began sluggishly walking through the streets which were conveniently just wide enough for it to fit through. The canons again began their barrage, aiming at the buildings they were walking past as Traksis had ordered. Several of which fell, the ones that didn't had sustained serious structural damage.

Rouge had made her way into the ventilation system and crept through it slowly, through one of the grates she could see Traksis standing watch over the battle and shadow and the troops in the back watching him. She crept through until she was at a ventilation grate directly over Traksis. Quickly she kicked it off and jumped down, kicking him over as she did. She had clearly caught everybody by surprise, by the time the robots noticed what had happened and got up she had already thrown bombs at 3 of the 4 areas with consoles, the bombs blowing up and destroying almost all the robots. Shadow saw his chance and took it, while the guards were distracted he jumped and homing attacked all of them. He landed as Rouge finished dealing with the last of the other robots.

"Shadow what's wrong with you!? We need you now you can't afford to get captured!" She yelled

"They set a trap for us it's not like we tried to get captured."

Rouge bent over and picked up the Chaos Emerald which had been confiscated from Shadow "Well avoid the trap next time." She said in an annoyed tone as she handed him the Emerald.

Traksis, having just recovered from that kick to the face, got up and pulled out a pistol, aiming it at Rouge and firing, hitting her in one of her wings.

"AHHH!" She screamed as Shadow jumped at Traksis, but he sidestepped Shadows attack and spun around and fired at Shadow, luckily though the shot ricocheted off the metal rim of his Hover Skates and hit the window leaving a large bullet hole in it.

After having heard all the commotion 20 more guards came in, guns fully loaded and trained on Shadows head.

"Drop the Emerald!" The leader shouted at Shadow.

Shadow grumbled something very obscene and placed it on the ground, walking past Traksis and back to where Rouge and the soldiers were. Rouge had done a good job but in the end it had only accomplished her own capture as well. The robots filed in and took up the stations and consoles that had been abandoned and restarted the Anarchy. Rouge had some _very_ choice words for Shadow when he got back.

:.: Westopolis :.:

Gear kept on firing at the seemingly endless column of Robot soldiers filing at his barricade. Fortunately no Locusts had made their way in to his position yet but he knew it was only a matter of time. But for now the only thing he could do was keep shooting. He was running out of ammo a lot quicker than he expected since his bullets mostly bounced off the robots and it took about half a clip to successfully bring one down. He found himself relying more and more on the supply dump which fortunately had been stocked very well. But he knew it was not unlimited.

Flare saw Gear and flew down, he didn't know what he was going to say but he knew he needed help, Pitch was after him, and Mephiles probably was too.

Gear, hearing the jet-like noises, turned around to see Flare hovering down quickly, before Flare could say anything gear cut him off.

"Why did nobody tell me you could fly? And more importantly how did you get here, and…oh screw it never mind, we need you here now."

"No Gear, you have to listen to me, there's this"

"Tell me later Flare I need you for something."

"But I"

"You see that big machine over there." He said pointing to the Anarchy which could be seen towering above a lot of the smaller buildings.

"Yeah but"

"Shadow was sent there and got captured, Rouge went after him and she's been in there an awfully long time, I know she likes to creep around and scope the places out and stuff but we don't have time for it now. Go in there and get them out."

"How do I do that?"

"Bust the damn door down if you have to, you're the brawn in this team."

"Alright." Flare jetted off, Gear obviously wasn't listening and at least the Anarchy was a place he knew for a fact Pitch wasn't.

…

Pitch crouched at the top of a tall building, watching the fiery streak jet off towards the Anarchy.

"There we are." He said to himself as he watched Flare, he turned back and went for the door that lead to the bottom of the building, he knew where Flare was going to be, he knew where he himself was going.

:.: The Dead Angels Compound :.:

"WHAT DO YOU MEAN HES GONE!?" Devarius screamed

"He went into a portal that didn't have a destination set, so he could be anywhere, any when."

"MEPHILES, you really fucked up this time!"

"Calm down Devarius, we"

"Calm down? CALM DOWN!? Listen Mephiles, you know just as well as I do that eventually Eggmans infantry are going to run out and when that happens we'll need to shore up the numbers with OUR men, and without Flares powers WE-WILL-GET-SLAUGHTERED. We don't have enough men to conquer the world as they are so our only hope of getting out of this alive is by utilizing his powers. We can't afford to lose because if we do, every nation in the world is going to be on us. Now I don't care what you have to do to do it but get him back."

"Of course Devarius."

Devarius turned his attention to a sly, small, sneaky looking robot in the doorway.

"Ah Cypher there you are."

"What do you require Devarius?" It said in a monotone voice that still managed to sound untrustworthy.

"Eggman made a virus that integrated into their system right?"

"Ah yes he did, the ANAX virus, it should be completely within their systems by now."

"Well why hasn't he activated it yet?"

"I believe he is waiting for a call from you to let him know if he needs to."

"Well get him online now, why wait until we need to because if we use it now we won't have to worry about getting to that point and I'd like to save as many troops as possible."

"Logical I suppose, I will contact him immediately."

Cypher creeped over to a computer console and pressed a few buttons on it, he then took out a small device and placed it on a table, a holographic screen appeared with Eggman on it.

"Devarius! What the hell are you doing, we've already lost a Locust, who do have in charge of the battle?"

"We've already lost a Locust? Damnit Traksis, all the more reason to use the virus, activate it immediately."

"Of course." He punched in some codes but all he got were some flashing warning signs on his display. He looked puzzled and read them.

"Oh shit." He said

"What!?" Devarius yelled

"Damnit I hadn't thought of that."

"Thought of what?"

"That fox, he contaminated the G.U.N. systems, but he also hacked your systems too, he spread the virus into YOUR system also, and since you insist on constantly contacting me, it's spread to mine too. If I activated it now it would bring ALL of our systems down, including the processor core for droid controls, we would be deactivating our entire army."

"You've got to be kidding me, can't you debug our systems."

"Yes, but it's designed to encrypt itself deeply into all the systems, to fully debug it would take at least 5 hours."

"We don't HAVE 5 hours if they've found out how to destroy the Locusts it won't be long until they're all down. The only thing holding this together for us is Traksis who has proven himself to be much less than competent. Then it's settled, ill go lead the battle myself. As for you Eggman get going on debugging our systems, I'll hold off defeat for as long as I can. If we can disrupt their systems they'll be disoriented enough that victory will be assured."

"Okay, I'll let you know when I'm done." And the holo-screen dissipated.

"Cypher!"devarius souted at the little sly robot.

"Yes?"

"Get the robots to prepare my helicopter, you're coming with me."

"What for Devarius?"

"You're an assassin droid Cypher, you're going to be my body guard."

"Very well."

Nasai crept next to the door overhearing their conversation. After Flare's escape the guards that were assigned to their cell we're given quite a "talking to" by their superior officer as well as being docked rations for a week and a month's worth of pay. They formed the idea that she had helped him escape and were clearly planning on getting back at her. After all prisoner related "accidents" were fairly common. She decided that Flare may have been right to want to take her with, so she knew her only hope was escaping and if she could hitch a ride with them it just might be her ticket out.

She knew they were going to battle where she might be caught in the crossfire but her choices were likely death or certain death. It was an obvious choice.

She snuck down to the helipad and hid behind some fuel barrels, when they brought out the helicopter she waited until Devarius and Cypher got in and as they were about to take off she ran over and sat on the landing gear which protruded from the sides. It was late at night and very dark so fortunately nobody saw her small form moving in the shadows. There were places on the helicopter that she could grab onto that she could hold onto well enough that she didn't have any fear of falling as it took off. It was a fast helicopter and it wouldn't be long until they were at the battle and she could escape. But more importantly, if Flare wasn't able to find his way back, where would she have to escape to?

:.: The Anarchy :.:

Traksis again stood at the bridge, with his now 2 captives he felt confident the enemy had nothing left to throw at him. Then he saw the fiery streak burning through the sky.

"Is…is that a missile?" he said as he stared at it he saw it moving between buildings, no missile could move that agilely.

"We're reading bio-scans on it sir, whatever it is it's alive." One of the droids commented

Shadow and Rouge overhearing this already had figured what it was.

Traksis continued to stare at it intently, it got closer and closer until it was almost about to hit them, he stepped back expecting it to hit them but as it got to the window it stopped and hovered in front.

Flare looked inside through the window, he could only see Traksis and the droids at first but as he looked farther back he saw Shadow and Rouge. He decided to take Gears advice and simply bust in. They didn't have time for elegance.

He shot forward, fist outstretched and broke through the window, the sheer force behind it sending Traksis back across the room. The robots rose from their stations, guns armed, much like they had when Rouge broke in. Though Flare unfortunately wasn't as quick to respond as she had been and had to duck down behind a panel to avoid being shot as they all opened fire.

When they stopped he rolled out and shot a blast of flame piercing through several of them at once. But he didn't stop he kept running and shooting blasts of flame as he dodged their shots, before long they were all destroyed, but those had been the last of the robots stationed on the Anarchy, there were no more reinforcements.

"Flare are you alright?" Rouge asked

"Yeah, im fine…I just need a minute… to catch my breath."

"I thought you were at the Dead Angels compound." Shadow comented

"Broke out."

"How?"

"Long story…really long, speaking of which I have to tell you guys something, theres a"

"Just a minute Flare." Rouge cut him off

Flare was pretty annoyed at first but he needed a moment to catch his breath anyway.

Rouge again walked over and picked up the Emerald and handed it to Shadow.

"Get going on the other Locusts Shadow, this one's dead in the water so it's not going to be destroying anything there's no sense in wasting time on it while other ones are."

"Alright."

"And DON"T get caught again, we don't have time to bail you out."

"I won't."

"Good."

Within seconds Shadow and the rest of the troops disappeared through the portal leaving just Flare and Rouge in the room. Also General Traksis as well who was recovering from being thrown across the room and had one trick left up his sleeve.

He crawled over to a panel at the rear of the room and pressed a button on it, a small metal covering slid open and he pulled out something very large.

"So what were you going to say Flare?"

"GET OFF MY SHIP YOU MONGRELS!" Traksis shouted as he pulled out a Minigun and opened fire at Flare, who put up a shield of Flame. It had been a reflex to do that but it proved effective as the bullets literally vaporized in midair when they came into contact with the wall of concentrated flame.

Rouge had just about had it with him and while he focused on Flare she ran over and jumped up and kicked him across the face again, only much harder this time. He fell down, completely knocked out.

Flare let down his flame shield and nearly collapsed but he supported himself on a nearby handrail. He was still awake and in fighting condition, all the flame attacks and defenses had just take quite a lot of energy.

"Did he hit you?"

"No…no I'm fine."

One of the abandoned consoles started flashing and Devarius's image came up onscreen.

"Traksis, you've proven to me theat your obviously incompetent at dealing with the situation so _I'm _coming in to take over. Are we cleared for landing Traksis?...Traksis?...TRAKSIS!? Bah, imbecile."

Shortly after the screen went blank a voice came over the speaker system.

"Vessel incoming, code 8273, cleared for landing."

"Devarius! He doesn't know we're here, we can catch him by surprise. We aren't going to get another chance like this, we have to stop him."

"How? Do we kill him?"

"If that's what it takes."

"Sounds good to me."

…

Pitch climbed up one of the legs of the Anarchy, the crystals covering his fingers were hard and sharp enough to pierce the metal giving him a firm hold of the side. He climbed over the top edge and dropped down to a flat landing area. There were two landing ports, the other was one level below him and out farther. There was a door at each side of the port, he went through the closer one and ended up on a large catwalk overlooking the main cargo bay. He knew Flare was still aboard and would have to come through here to get off. So he bided his time and waited.

…

Devarius and Cypher landed the helicopter on the lower landing bay below the one pitch had climbed to. Still unaware of their stowaway they got out and went through one of the side doors. They entered the cargo bay and were surprised that it was completely empty. They had been expecting a greeting party or an escort or something. Or at least some guards or something.

"Traksis!? Are you even here anymore?" Devarius shouted "Cypher, is there any way figure out whats going on here?"

"Of course" he said making his way over to a panel mounted on the wall and pressing a few keys on it. "I'll just access the ships logs…….no there doesn't seem to be any record of ships landing or leaving besides ours so Traksis can't have gone anywhere…….heres something odd, all the robots have gone offline."

"What!? How is that possible? Do they have a sleep mode or something?"

"No, the only way they would have gone off line is by being broken."

"We have to find out what's going on, let's go to the bridge.

…

Pitch watched Devarius and Cypher conversing.

"Hmph, Devarius, I remember him. About the only person who could even contend with me as far as intelligence goes."

…

Rouge looked away from the console back at Flare who was quickly recovering from expending so much energy.

"Devarius was there but there's also an assassin droid guarding him. It's name is Cypher, it's small but it's very dangerous, according to the logs it's a world class assassin right up there with Gear. Don't take him lightly."

"I'll be fine."

"I just want to let you know you're going to have to do a lot more than just think with your fists, it's not going to be enough to out gun him. You're going to have to out think him. Do you think you can do it?"

"As long as we have the element of surprise."

"Well we're going to have to make sure they don't see us."

They quietly left the bridge and walked down a long all which led to the reactor room. At the end there were three passages, the middle one which went directly into the core room, and two side hallways which went around it and came out on the deck in front of the other side of the core, in the cargo bay. They decided they should try and flank Devarius and Cypher so they split up, Rouge took the right hallway and Flare took the left.

When they got to the end of their respective hallways they crouched by the back wall and waited, within a few seconds Devarius and Cypher were walking straight past them, they were taking the core route probably because it was shorter. Flare readied a flame shot, he aimed it at Cyphers head but it was tricky because his head moved around quite a bit as he moved, which may have been put by Eggman on purpose to make him harder to kill. Flare wanted to get him in one shot because if he missed he would only alert them and make it a lot harder, but his head kept moving as he walked, if they got into the core room he would lose his chance. He had to act, Rouge was obviously waiting to go when he went, he had to take a shot, but he couldn't get a good aim, time was running out, he fired.

…

Nasai, now certain the Devarius and Cypher were gone, came out from the back of the helicopter. She looked around the landing bay and saw nothing that she recognized but as she looked off the back end she saw the battle raging, the street having since been evacuated, was full of robots marching in perfect unison into the city. There was no way for her to get off that end and she didn't think she wanted to go that way anyway so she turned back and went through the same door Devarius and Cypher went through.

As she came out in the back of the cargo bay she saw Devarius and Cypher walking into the core, but before they got through the door a small concentrated shot of flame came out of one of the hallways.

…

Flare opened his eyes which had reflexively shut hoping to see a decapitated droid, what he saw was a startled droid with a scorch mark one the wall directly behind him.

"God damnit!" he cursed loudly

Cypher heard him and spun around in an instant, Devarius now noticing that something was up. As Cypher saw Flare he shouted something in some strange droid language and pointed both his hands at Flare, his fingers folded back into his wrist and small gun barrels slid out from his palms.

"Oh shit!" Flare yelled as he ran out from the hallway.

Cypher aimed his guns at Flare and opened fire, letting out a long stream of light machine gun fire from both hands which Flare was barely keeping in front of, he jumped forward and rolled behind some boxes.

"CYPHER!"

"What?"

"What's the hell is wrong?"

"Some small furry thing tried to shoot me, should I kill it?"

Before Devarius could respond Rouge, who had snuck out of her hallway while they were distracted, ran up and slid down into Cypher's feet, knocking him completely off balance and falling to the ground. Rouge kept with her momentum and jumped up tossing a bomb at the still disoriented Cypher. He came to his senses just in time, he leaped off the floor yanking the bomb and throwing it out towards the cargo bay, exploding in midair.

"The damn creatures are everywhere!" he shouted, readying one of his hand-machine guns and aiming it at Rouge.

"Hold your fire Cypher."

"What? Why?"

"Rouge, it's been a little while since we've met" Devarius said, not bothering to answer Cypher. "and I am to presume it's Shadow over there." He said, pointing a finger lazily at the area where Flare ran to.

"…Yeah, it's Shadow." Rouge said

Flare was a little confused at first but then he realized what she was doing, she was tricking him, he wouldn't be expecting Flare which would give Flare the element of surprise, he still needed to deal with Cypher though. He peered over the boxes, luckily Cypher was still distracted with Rouge. He readied a Flame shot and didn't waste time, he shot it at Cypher and it hit him directly in the torso, sending him back across the room.

Flare jumped out from behind the boxes and ran over to Rouge.

"That's it Devarius, it's over."

"Flare!?" Devarius exclaimed "Oh, this is too perfect."

"What?"

"Cypher!" Devarius called, he apparently knew that it would take much more than that to kill Cypher, unfortunately Flare didn't as Cypher jumped back to where they were all standing, machine guns ready.

"Shall I kill them Devarius?"

"Kill the bat, I don't care, but don't kill Flare, just keep him busy, I'm calling Mephiles."

Cypher wasted no time; he raised his hands and let loose another long stream of machine gun fire. Rouge and Flare scattered, Flare shooting a few more flame shots as he ran back. Only one of his shots hit, but it wasn't a direct hit, it didn't even slow Cypher down.

…

Pitch was now becoming very interested with the events taking place.

"Devarius is calling Mephiles? Maybe I can kill two birds with one stone."

…

Devarius ran to the back of the cargo bay and pulled out a cell phone and dialed a number into it quickly.

"Soren is that you…tell Mephiles to get his ass here right away…you know him as Sorthyx…the Anarchy, he'll know what that means… I don't have time to give you an explanation you idiot, just do it!" and with that Devarius hung up.

…

Rouge ran back to the hallway she had been in and prepared a bomb. Cypher however, wanted to take her first, he wanted to kill something and she was the only one he was allowed to, he deactivated the machine gun on his right hand, and instead brought out a small circular spinning saw and attached it to the end of his hand. He jumped at Rouge, knocking her over and landing on top of her, he tried to bring the buzzsaw down on her but she held back his arm. Flare ran over and shoved Cypher off. He smacked back into the wall, before he could attack again Flare charged up flame shots on both his hands and unloaded them into Cypher, as he fired one hand he charged the other in a repeating cycle that pumped about 40 shots directly into Cyphers torso rapidly. Flare stopped firing.

Cypher was standing limply, there was a large sparking hole in the center of his chest, but as Flare bent down to help Rouge up, Cypher quickly raised up his buzzsaw hand and swung it at Flare, ejecting the saw blade and sending it flying through the air straight at him, but a reflexive burst of flame from Flare sent it flying backwards straight at Cypher, who hadn't the time or the energy left to react. The blade struck him directly in the throat, severing his head instantly. It fell off his body and landed on the ground, the lights in his eyes fading into black, his body weakly fell to the ground, still sparking through the large hole Flare had put in it.

Flare helped Rouge up.

"Are you ok?" he asked, noting how she had asked him the same a few minutes ago.

"Yeah, he didn't get me."

"Well come on, we have to get Devarius before he gets Mephiles here."

"Right."

They ran back the way they had seen Devarius run only to find him waiting in the back for them.

"Hmmm, I thought Cypher might have taken a little bit longer to get killed, but I guess not, it doesn't matter in the end though." He said as a large purple circular portal opened and Mephiles stepped out next to Devarius.

"What do you need Devarius, Soren said it was urgent."

"Look in front of me." He said and Mephiles looked forward and saw Flare and Rouge.

"Flare!? Ha, you made it back. Maybe you are a little more clever than I anticipated. Where did you get sent to anyway."

"Enough of this Mephiles, you aren't here to small talk, capture him again!"

"Devarius, with Flare back, I already have everything I need."

"You mean WE need."

"No, I don't."

"What are you talking about Mephiles?"

"You seem to have outlived your usefulness to me, I do thank you however, for being an excellent accessory to my plans, I couldn't have done it without you Devarius. But the part of the plan in which I need you, is over."

"You…you traitor!"

"Yes yes traitor and all that, goodbye Devarius."

Mephiles formed a crystal sword identical to the one Pitch had been carrying and stabbed him through the chest with it. Devarius instantly feel down dead.

"Hmmm, what a pity." Mephiles commented in an offhand manner. "Now back to you Flare, so tell me, where were you sent to?"

"What do you mean where was he sent to?" Rouge questioned.

"Flare jumped into one of my portals when he escaped, I hadn't set any destination so it could have sent him not only to any place, but any time period as well, so Flare, where and when was it?"

"The A.R.K., and the future! You have to listen to me, you're going to die, something you are going to do is going to cause me to be corrupted, like you!"

"What? That's preposterous! Your making things up to scare me into doing something stupid aren't you?"

"No, I swear, you're going to die, but you can stop it!"

"Why would you want to save me?"

"Because I don't want to be like you! We can change the future!"

"I don't believe you, well, if you're just going to lie we can skip and get right to the part where I kill you!"

"But you said killing me would make things hard for you!"

"That's not exactly what I meant, if you die of natural causes, like I had planned, Iblis won't be affected, but if"

"Iblis is dead Mephiles, you of all people should know that." Rouge shouted

"Ah but he isn't, you'll see soon enough. As I was saying, so long as you die of natural causes, Iblis is fine, I just don't know how he would react to my powers, and I've worked too long and hard to chance it. But I've grown tired of chasing you Flare, I'll take my chances. I'm done waiting, let's kill the both of you, get the emeralds and get on with destroying this place! Haha!"

"Just how do you plan to destroy Westopolis anyway?"

"Ironic that you, an Echidna, would ask such a question. Did you know that at one point the Echidnas were a society that by today's standards was futuristic? They had technologies beyond this world's dreams. But of course, their technology eventually caused their own destruction, or came close to doing so at least. After that they decided to leave their technology behind and become a nomadic and primitive tribal society, they lost their tech, but they never lost their intelligence. Until the Pachacamac, Knuckles' tribe, grew greedy, they tried to harness the Master Emerald to dominate the other tribes and, well we all know what came out of that. They payed for their ignorance and shortsightedness, unfortunately the other tribes did as well.

But I digress, the point is that all technologically superior societies eventually create the means for their own destruction, and this one is no exception. They have made many weapons that if deployed correctly could wipe out the planet.

So tell me, Flare, have you ever heard of something called Plutonium?"

"No."

"Good god you have Plutonium!?" Rouge shouted

"What in the hell is Plutonium?" Flare asked

"A highly radioactive substance that, if detonated correctly, could level this entire side of the country to a smoking pile of irradiated rubble in a matter of seconds." Mephiles answered. "Have you ever seen footage of the detonation of an atomic bomb?"

"Holy crap, you mean Atomic bombs are real!? I thought it was special effects from some old movie." Flare said

"No, they are very real, and the amount of Plutonium used in those was only about, oh say, the size of my fist. I have much, much more. Even if Sonic started running from the city this second at full speed, by the time I collect the emeralds he still wouldn't have gotten far enough away."

"I'm not going to let you get away with this!"

"Just how do you plan to stop me, you see all these huge metal crates?' he said pointing to the large crates scattered throughout the cargo bay. "One of them is full of the stuff. Even if you could find it what could you do with it, if you were close to that stuff for more than 30 seconds you'd probably get cancer."

"I'll bring down this whole ship if I have to!"

"And just how do you plan to do that?"

Flare shot a burst of flame at the ground, pushing him off the ground and back to the deck overlooking the cargo bay with the broadside cannon batteries on both sides. He ran down one of hallways to the broadside cannons, it was deactivated, but just as he had suspected, there was a large pipe leading up into the ceiling that the shells were being delivered from. He opened the lid that was covering the end of the pipe the shells slid out from and pressed his hand against it. He shot a large blast of flame up through the pipe.

Within seconds there was a large explosion above that rocked the ship and detonated a huge hole in the hull. But this was only the beginning, that explosion set off explosions in the surrounding broadside cannon banks, which set off explosions in large fuel cells above the cargo bay setting off the broadside cannons on the other side and so on. The entire ship was shaking immensely from the explosions and large portions of the hull were being blown apart.

"Fuel cell storage bays…detonated, Broadside cannon artillery shell storage bays…detonated, hull condition critical. Major hull collapse imminent, estimated time, 45 seconds, evacuate immediately, evacuate immediately." A robotic voice said over the speaker system.

Flare jetted back to Mephiles and Rouge who both stood awestruck at what Flare had done.

"THAT, is how I plan to do it." Flare said proudly

"You idiot! All you've done is sealed your fate, I can survive a blast like this, I can just reform, _you_ can't."

"So I'll leave then!"

"No" Mephiles said, forming his crystal sword again and brandishing it threateningly. "you won't."

"30 seconds, until hull collapse."

…

Nasai had watched all this unfold from her hiding spot in one of the hallways leading to the landing bay. She knew she had to do something, she grabbed a large metal bar and quickly yet quietly snuck behind Mephiles, when she was within striking distance she swung the bar at him as hard as she could, it struck him in the back of the head, he hadn't seen the attack so he didn't liquefy and he absorbed the full force of the blow, he was knocked forward face first onto the ground, bursting into purple smoke as he hit the ground.

"Nasai!? What the hell are you doing here?" Flare shouted

"Later" she said " we have more important things to deal with now."

"Like what?"

"15 seconds until hull collapse."

"LIKE GETTING THE HELL OUT OF HERE!" she screamed

All three of them ran out back the hallway she had been hiding in, they got out to the landing bay, fortunately the landing bay doors were still opened.

"10 seconds until hull collapse."

"Grab my arms!" Flare shouted

Since Rouge couldn't fly on her damaged wing she had no other choice. She and Nasai each grabbed one of his arms and he jetted out of the hangar, being careful to angle the flames so as not to burn them.

He at the far end of the street, a good distance from the still detonating Anarchy and Rouge and Nasai got off.

The entire middle section of the Anarchy just broke down and the entire upper section came crashing down straight through the bottom section, several of the legs were crushed under the falling center body, the two that weren't fell into buildings and crashed to the ground.

"I can't believe we survived that!" Rouge exclaimed

All three of them ran down to the burning rubble, none of them noticed the slithering black pool of Pitch sliding away into a dark alley. He had missed his chance, but he wasn't discouraged, he was already forming a new plan.

Shadow and the soldiers Chaos controlled to the street to see what had happened, they had already destroyed 3 more Locusts and the final one was being shelled so heavily that even though it wasn't taking much actual structural damage, it was still basically incapable of doing much of anything.

All of the other Mobians came also, Sonic, Knuckles, Amy, even the Chaotix. Everyone. Mephiles idea had worked flawlessly; the battle did bring everyone here. Flare noticed many of them holding Chaos Emeralds, he quickly counted. They were holding Six, where was the last one?

Out of the top of the pile of burning rubble a hazy dark aura rose out and formed into the dark silhouette of Mephiles.

"FLARE!" He screamed casting some sort of beam of dark energy that quickly pulled Flare up next to Mephiles. "I'm tire of seeing your face, we end this NOW." He finished drawing his sword yet again.

Mephiles noticed several of the others beginning to go up to help him, including Knuckles who was obviously very surprised to see another Echidna. But he was prepared for that, he waved his hand and a solid circular wall of dark energy formed around the burning pile of scraps they were standing on.

"It's just you and me now Flare, none of your little 'friends' can help you."

With nowhere left to run Flare formed his Flame sword but, just like Pitch; he knew Mephiles would be a better swordfighter than he was.

Mephiles wasted no time, he jumped forward and slashed repeatedly at Flare, who managed to dodge all the attacks. When Mephiles finished his charge Flare made the first move this time, he jumped at Mephiles making crude strikes at him which Mephiles easily either dodged or parried. They went back and forth a few more times and as Flare began to get tired Mephiles stepped up his attacks more and more, causing Flare to have to scramble to avoid them, after this Flare was beginning to be desperately exhausted, he pressed the attack on Mephiles one last time, knowing that if this attack failed he wouldn't be able to take Mephiles's barrage again.

He put every last ounce of strength he could muster into every swing. But still Mephiles seemed to not even put much effort into avoiding each swipe. As just a symbol of his own arrogance towards Flares attempts to attack, Mephiles put one of his hands behind his back, his sword was more than light enough he didn't need to use both hands.

But little did Flare know Mephiles wasn't putting his hand behind his back in contempt, he was forming another crystal sword, though this one was much shorter, nothing more than a sharpened crystal fragment. But it was all he needed.

As Flare brought down another swipe Mephiles quickly raised his half-sword and blocked Flare's flame sword with it, holding it in midair. He then took his real sword, and stabbed Flare, straight through the heart.

…

…

…

Flare gasped and then froze for a few seconds, his hands slowly falling limp and his sword dissipating. Several of the other Mobians gasped and Nasai screamed. Flare fell over backwards, he was barely conscious and bleeding profusely.

Mephiles only laughed manically and returned to the center of the pile of rubble.

"I'll have the Chaos Emeralds now please." He said raising his hand and casting more of those dark energy beams that had pulled Flare up to him but this time instead only pulling the Emeralds, they phased through the wall of dark energy before anyone could stop them, they rose to his level and he formed a circle around himself with them, he quickly counted them and came to the same conclusion Flare had.

"Only six?" he said "Well where is the last one?"

Somehow despite his already hazy mind Flare remembered where the last one was. Mephiles had given it to him before he went into the desert.

He managed to pull it out, this was his last chance, and he had to use it somehow.

He focused on it, concentrating, he began to feel a surge of energy within himself and the fogginess in his mind cleared away, he felt like he had even more energy now than he ever had in his life. He emerald began to glow and he felt even more energy. He got up, Mephiles still not having realized what was happening.

Flare jetted forward with as much energy as he could put into it, fist outstretched, aiming straight at the back of Mephiles's head. He struck Mephiles completely off guard. Mephiles was thrown face first at about 50 miles an hour straight into his own wall, smashing against it and again bursting into a hazy smoke.

As Flare hovered down to the ground, still charged with Chaos Energy and a bright aura of Flame surrounding him, the emerald he was holding somehow floated out of his hand, he looked back and saw that he was standing in the center of the ring of emeralds Mephiles had made, and his emerald took up the seventh and final place in the circle.

However much energy Flare had before was nothing, literally nothing compared to as much as he felt flowing and coursing throughout his body. He felt as if he almost had as much power as a God!

He noticed something odd, at first he thought he may have been delirious but the more he looked the more it happened, the emeralds were growing. Swelling in size until they were all the size of the Master Emerald itself!

They began to glow a deep iridescent blue and the bright aura of flame around him began to glow the same shade of deep blue. Mephiles, having only now reformed from that devastating attack looked up and saw Flare, his facial expression turning from anger to surprise to confusion to dismay, all in the space of about 10 seconds.

After a lot of startled sputtering he finally managed to get what he wanted to say out.

"H-H-HYPER!?!? B-But that…that's IMPOSSIBLE!"

Flare said nothing, not knowing how long his power would last, he readied his trusty Flame shot technique and aimed it straight at Mephiles, who for the first time as far as Flare could remember, seemed scared. Mephiles wasn't just scared, he seemed was frozen with fear, which was good, because Flare didn't intend to miss.

Flare charged up his shot quickly with a lot of Chaos Energy, and not wanting to give time for Mephiles to snap out of his paralysis, fired.

This was unlike any Flame Shot he had ever used before, it wasn't a single shot, it was a continuous heavy beam of white hot pure Chaos Energy, and it hit Mephiles, right between the eyes. The beam just kept coming as even Flare was surprised just how much energy he was ale to throw at Mephiles, finally the beam of energy ceased.

…

Mephiles stood where he had been shot, a huge hole straight between his eyes, that look of fear still frozen on his face. Mephiles would have normally just reformed the hole, but he didn't, he seemed totally incapacitated. Flare knew he had done serious damage.

Just as Flare thought Mephiles might have been about to recover, his head limply fell back though his body stayed standing up. Suddenly, a huge bolt of Dark Energy shot out from the hole in his face, then another and another, soon dozens of bolt of Dark Energy were pouring out of Mephiles, and then, just as suddenly as they had come they stopped.

Mephiles's head drooped back down, his body now seemed completely colorless, his eyes lost their bright hue and his pupils dulled down from a poison green to a very mild color. His fur and crystals were completely pale.

He fell to his knees, and then onto his face, his body bursting into a Dark Aura for one last time, deep purple sparks floated around the air where the Aura was, and then, as the Aura faded away, the sparks sputtered out and disappeared.

Mephiles was dead.

…

The emeralds turned from super emeralds back into regular Chaos Emeralds, they ceased to glow and the energy Flare felt disappeared along with the flames surrounding his body.

Soon all of the other Mobians began to run up to him, those who were his friends coming to congratulate him, those who he didn't know coming to meet this new character, and Knuckles, still intent on learning the identity of this new Echidna. In fact he had been so focused on Flare he didn't even notice Nasai standing not but a few steps away from him.

As Flare began to walk down he noticed the haziness in his mind returning and the edges of his vision began to dim. He just then remembered that even though he killed Mephiles, Mephiles had still delivered a lethal blow to him.

Just as he got down to the group coming up to him he collapsed on the ground, his vision fading away, the last he saw was Nasai.

:.: 4 Hours Later :.:

Flare woke up in some sort of very dark area; he looked around and saw nothing, just infinite darkness.

"Am I dead?" he thought to himself

"They came in the night." Said an ominous voice behind him

Flare spun around and saw Colonel Brockston standing there.

"Brockston? What are you doing here, what is this place?"

"They came in the night."

"What came in the night."

"Those who die yet live."

"What are you talking about!?"

Flare noticed that his legs were beginning to turn a dark purple and his feet beginning to be covered with crystals, he looked like he was turning into a Slasher, the parts that looked like a Slasher Spread up his body, covering more and more of him.

"They dug their crystal heels into the muck of that icy hellhole and he dared the rest of the entire world to come in and get them." He said, at this point everything except his head looked like a Slasher. "So we did." After he said that the last of his face was covered up and he dashed at Flare, slashing at him with his bone sword, just as he was about to hit Flare, it all disappeared.

Flare nearly jumped out of his bed as he awoke, he layed there panting for a few minutes until he regained his composure, at first he wondered if he was even alive, he shouldn't be. He tried to look around but still couldn't see very well but the air felt…sterile, lifeless. His vision slowly came back and he saw he was in some sort of pale room. The walls were a sickeningly bright shade of white, here was a small table with a vase of flowers on the right side of his bed and on the left there was a table with a sink in it, some jars containing cotton balls, wooden sticks, gloves, and various other odd items.

Flare then realized where he was, he was in a Hospital, he could see why people found these places unsettling.

There was a similar setup on the other side of the room. And Much to Flare's dismay, Pitch was sitting on the side of the bed, reading a book, there were several other books on the table, as Flare's vision came back fully he could make out the wording on the cover of the book.

It said "Holy Bible", which flare of course had no idea what it was. He could start to make out the titles of the other books as well, he saw, "The Torah", "The Book of Mormon", "The Sutras" and several others which Flare couldn't make out. Pitch would have obviously been alerted by Flares noisy wake up so Flare figured he was just toying with him.

Eventually Pitch but a bookmark in the Bible and set it down, standing up and facing Flare.

"I'd bet you're wondering why I'm reading this."

"I don't even know what they are."

"They're religious books, judging by what's in them it seems like Religions are a good way to control people, maybe when I'm done killing off humanity I'll go back to a point where I can start a new Religion, I'll make it a highly aggressive one and see if I can't just lead Humanity down its own path to self-righteous self-destruction. But I'm just toying with that idea for now. I'd also bet you think I'm going to kill you."

"I wouldn't doubt it."

"Well I'm not, believe it or not Flare I do have _some_ decency, I'll wait until you're fully healed until we fight. I'm trying to kill off humanity to prove I'm better than Mephiles, you don't become better by attacking warriors while they're down. I'm also very much looking forward to our fight, don't disappoint me."

"I'll kill you right now!"

"Flare, you have to worry about standing up too fast more than anything else, I'm out of your league for now. Pitch chuckled deeply "You're very lucky you know that?"

"How so."

"You're lucky to have even survived that attack, I'd put good money that you are the first person to ever survive a direct blow to the heart ever. It's not that the means to fix it didn't exist, open heart surgery is nothing new, you're just lucky that Shadow was able to Chaos Control you here, you're also lucky that this hospital wasn't being used much since it's the only hospital in the city with a full wing dedicated to Mobians. But the reason you're most lucky is that I was around to stop the spread of corruption within you."

"WHAT!?"

"You didn't think _that_ was the attack that would have corrupted you; he got you in the heart Flare, I thought you already knew that the heart had important significance in the corruption process."

"But...I"

"Fine, I'll explain it to you. Corrupted energy even after it has taken hold of somebody needs a place to concentrate itself, a 'base' if you will, this 'base' acts sort of like a brain to the corruption, once the 'base' is destroyed the rest dies out aswell."

"Didn't Mephiles stab Devarius too though?"

"True, but not in the heart, so that won't spread the corruption yet."

"Yet?"

"Yes, when you were on the A.R.K. did you notice much of the air seemed purple?"

"Yes."

"That purple effect was caused by an enzyme released by the… oh that's right, I never did give them a name did I… well I know the humans called the Slashers. Anyway they released and enzyme that speeds up the Corruption process and makes it more efficient, once people have inhaled it, they no longer need to be hit in the heart, though the reaction will go faster if it does, and the Corruption will still base itself in the heart regardless."

"So…am I"

"Going to be corrupted? No, if I hadn't stopped the spread within you, you would already be like me. But of course there was some corruption I couldn't remove, some that was already clinging to your system, it will always be there, and if you use it, it will become more and more attached to you, causing you to become more and more 'Dark'. Though light and dark, or good and evil, are all just words, and opinions, this is beyond good and evil."

"IS it going to affect me!?!?" Flare asked frantically, he couldn't stand the thought of himself becoming like Pitch.

"Not if you don't use it, however there are some, superficial effects, for example you may have noticed your hand.

Flare looked down and the first thing he saw, was several stitches over his heart where they had sewn up the wound, but after he saw that he noticed his left hand, the palm was fine, but the tips of his fingers, were all covered in crystal.

Flare could do nothing but sit there, shocked, if he had been able to say something he probably would have just been screaming.

"Or your fire." Pitch finished

Flare nervously generated a Flame in both his hands, on his right hand, which had no crystals, his Fire looked normal, but on his crystallized left hand, the fire didn't glow the traditional bright orange, but instead was a bright iridescent purple. This again, left Flare shocked and unable to respond.

"I suppose I've given you enough to think about, but one more thing can't hurt."

"Oh god what now?"

"Iblis is dead."

"What? How?"

"You remember Mephiles said that he didn't know how Iblis would react to his powers, well it turns out that it was a very legitimate concern, the instant that sword pierced you Iblis vanished, I only wish I could have seen the look on Mephiles's face when he saw that he had killed Iblis, but it's just as good that he's dead. Think long and hard about what we talked about here Flare, it will be important."

Pitch waved a hand at the various Holy Books, which faded away, followed shortly by Pitch himself, who morphed into a dense mist and disappeared, leaving Flare alone in the room, having cheated death yet again, and who intended on doing just what Pitch had suggested, as he did have quite a lot to think about now.

**Again this chapter took me quite a bit longer to finish than I anticipated, due in part to several school projects, my own nature as a sever procrastinator, and my recent purchase of Left 4 Dead, which I declare is the best online game ever made, ever. :D If you get it tell me so I can add you, anyway other than that I hope you enjoyed the chapter. Please read/review and all that. Happy Late Thanksgiving Y'all. Lol**


	12. Another Authors Note? DAMN YOU ORDER 67!

Hello and greetings to you all again my loyal subjects!

I'd be willing to bet you have quite a few questions for me, such as

Where have you been?

What in Christ's name is taking you so long on "The Phoenix" or "Chaos Theory"?

What's your favorite band?

Why have you not read or reviewed any of _our_ work in a while?

Well right here I would like to set the record straight on all those issues (as well as any others you may bring to my attention).

I have been right here, that is to say _I_ haven't gone anywhere, but my computer has! Specifically the power supply. I, like many of you (I assume on no rational basis) am a gamer. Especially online games, oh valve can make some great ones. So in addition to school and my developing career as an author, my computer was often used for games.

I was sitting there playing Left 4 Dead, minding my own Zombie-Killing business, when all of a sudden I had to go downstairs for dinner, came back up, and found my computer off, and would not turn back on. We eventually figured it was the power supply that conked out. Last time my computer died it was the hard drive, so we replaced it, and so I lost all my files ( D: ) including the ones for my new chapter of The Phoenix.

When I got a new drive I reinstalled all my programs and started on the chapter again, I made decent progress before the power supply died. And now were simply buying a new computer ( :D ). That being said I lost all my files…AGAIN!! When I get my new computer I will let you all know and work very long and hard to get you the next chapter A.S.A.P.

My favorite band is Elbow, a band from the U.K. They're not very famous here in the states but they fully deserve your attention. Check out "Grounds for Divorce" or "The Bones of You". Couple of great songs.

Seeing as my computer is dead I haven't been able to receive E-Mails since webmail refuses to work for me. So that is why I haven't been able to receive any messages from you. I do occasionally check my reviews to see if any new fans come along or if any of you try to talk to me through the review system, since I won't be able to receive and PMs.

I hope this has cleared up any and all confusion about my situation. I'm sure youre all anxiously waiting for me (especially you Blue Kaous). And I hope you like this authors note better than the last one you saw from me. Or at least I assume you did, nobody reviewed it or anything (except for you Blue Kaous). So to my small, yet devoted (especially you Blue Kaous) fanbase. I bid you, adieu. (that IS how you spell that…right?) Till next time, or at least till I get my new computer.


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